TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of January 1, 2006 by and between each of the
investment companies listed on Schedule A hereto, as amended from time to time
(each a "Fund" and collectively the "Funds") and each having its principal place
of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000 and PFPC, Inc.
("Transfer Agent"), a Massachusetts corporation with principal offices at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WITNESSETH
WHEREAS, each Fund is authorized to issue Shares in one or more separate
series, with each such series representing interests in a separate portfolio of
securities or other assets. Each such series is identified in Schedule A, as
such schedule may be amended from time to time (each a "Portfolio").
WHEREAS, each Fund desires to appoint Transfer Agent as its transfer
agent, dividend disbursing agent and shareholder servicing agent with respect to
each Portfolio and Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, each Fund and
Transfer Agent 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 Transfer
Agent 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) "Class" shall mean a class of shares of a Fund or Portfolio.
(f) "Commission" shall mean the Securities and Exchange Commission.
(g) "Custodian" refers to any custodian or subcustodian of
securities and other property which a Fund or Portfolio 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.
(h) "1934 Act" shall mean the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, all as amended from time to
time.
(i) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to time.
(j) "Oral Instructions" shall mean instructions (including via
electronic mail), other than Written Instructions, received by Transfer Agent
from a person reasonably believed by Transfer Agent to be an Authorized Person,
with subsequent Written Instructions confirming the instructions (as described
below);
(k) "Prospectus" shall mean the most recently dated Fund or
Portfolio 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.
(l) "Shares" refers collectively to such shares of capital stock or
beneficial interest, as the case may be, or class thereof, of a Fund or
Portfolio as may be issued from time to time.
(m) "Shareholder" shall mean a holder of Shares of a Fund or
Portfolio.
(n) "Written Instructions" shall mean (i) a written instruction
signed by an Authorized Person, including manually executed originals and
telefacsimile of a manually executed original or other process; and (ii) trade
instructions transmitted (and received by Transfer Agent) by means of an
electronic transaction reporting system access to which requires use of a
password or other authorized identifier.
Article 2 Appointment of Transfer Agent
2.1 Each Fund hereby appoints and constitutes Transfer Agent as transfer
agent, registrar and dividend disbursing agent for Shares of the Fund and as
shareholder servicing agent for the Portfolios. Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth.
-2-
Article 3 Duties of Transfer Agent
3.1 Transfer Agent shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer agent and dividend disbursing 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 Transfer Agent 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 Fund and Transfer Agent.
(b) Recording the issuance of Shares and maintaining pursuant to
Rule 17Ad-10(e) under 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. Transfer Agent shall provide each Fund on a regular
basis, at such intervals as the parties hereto shall agree to from time to time,
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. Transfer Agent will comply with all requirements applicable to a
transfer agent for a registered investment company, under the 1934 Act, 1940 Act
or other state or federal securities laws, as applicable.
(c) Upon request, Transfer Agent shall provide information or
reports to a Fund or the Fund's Chief Compliance Officer, as necessary for the
Chief Compliance Officer or Fund to comply with Rule 38a-1 under the 1940 Act.
3.2 In addition, each Fund shall (i) identify to Transfer Agent 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 Transfer Agent
for each Fund's blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky compliance by the Fund
and the reporting of such transactions to the Fund as provided above.
3.3 In addition to the duties set forth in Schedule B, Transfer Agent
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 a 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.
3.4 In addition, it is understood and agreed that, with respect to the
Funds listed on Schedule A hereto with the designation of "Co-Transfer Agent"
("BFDS Funds"), the aggregated record of shareholder share positions and
activity shall be maintained by BFDS, and that the Transfer Agent will transmit
such aggregated information in mutually
-3-
agreed-upon format(s) and as directed by each BFDS Fund, with respect to
purchases, exchanges, transfers and redemption of Shares or other information as
may be necessary for BFDS to maintain such record; provided however, that the
Transfer Agent will continue to maintain the record of Shareholder Information
as if it were the primary keeper of such record under this Agreement. The BFDS
Funds will obtain the agreement of BFDS to establish such communication and
mutually agreed upon format(s) as may be necessary for the accurate transmission
of the information for such record. The Transfer Agent will establish such
communications interfaces and procedures, as may be necessary for the accurate
maintenance of such record.
Article 4 Delegation of Responsibilities
4.1 With respect to any Fund, Transfer Agent may delegate some or all of
its duties under this Agreement to other parties that after reasonable inquiry
Transfer Agent deems to be competent to assume such duties. In the event of any
such delegation, Transfer Agent 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 Transfer Agent; and
(b) represent and warrant that it is duly registered as required
under all federal and state securities laws.
In any such circumstance, the Transfer Agent will be responsible for the
services of the delegate, as if the Transfer Agent were performing the services
itself. The Transfer Agent may not delegate any services to Xxxxx Xxxxxx Fund
Management LLC, Salomon Brothers Asset Management, Inc., Citicorp Trust Bank,
Citigroup Inc., Citigroup Global Markets Holdings or any of their affiliates or
entities under common control with the aforementioned entities without prior
written authorization from the Board of the Fund.
Article 5 Recordkeeping and Other Information
5.1 Transfer Agent 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 and the rules thereunder. Transfer Agent shall
prepare and maintain in complete and accurate form all books and records
necessary for it to serve as transfer agent, registrar, dividend disbursing
agent and related services agent to each Portfolio, including (a) all those
records required to be prepared and maintained by a Fund under the 1934 Act,
1940 Act, by other applicable Securities Laws, rules and regulations and by
state laws and (b) such books and records as are necessary for Transfer Agent to
perform all of the services it agrees to provide in this Agreement and the
appendices attached hereto, including but not limited to the books and records
necessary to effect the conversion of classes of shares, the calculation of any
contingent deferred sales charges and the calculation of front-end sales
charges.
-4-
5.2 Transfer Agent agrees that all records prepared or maintained by
Transfer Agent pertaining to a Fund or relating to the services to be performed
by Transfer Agent hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such section, and will be
surrendered promptly to the Fund on and in accordance with the Fund's request.
Each Fund and Authorized Persons shall have access to such books and records in
the possession or under control of Transfer Agent at all times during Transfer
Agent's normal business hours. Upon the reasonable request of a Fund, copies of
any such books and records in the possession or under the control of Transfer
Agent shall be provided by Transfer Agent to the Fund or to an Authorized
Person. Upon reasonable notice by a Fund, Transfer Agent shall make available
during regular business hours its facilities and premises employed in connection
with its performance of this Agreement for reasonable visits by the Fund, any
agent or person designated by the Fund or any regulatory agency having authority
over the Fund. Where applicable, such records shall be maintained by Transfer
Agent for the period and in the places required by the 1940 Act and the rules
thereunder or under other applicable Securities Laws.
5.3 In case of any requests or demands for the inspection of Shareholder
records of a Fund, Transfer Agent will endeavor to notify the Fund of such
request and secure Written Instructions as to the handling of such request.
Transfer Agent 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 Transfer Agent will not be liable for its acting upon Written or Oral
Instructions reasonably believed to have been executed by an Authorized Person
and executed in accordance with the standard of care provided in Section 10, and
Transfer Agent 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. Transfer
Agent 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 Transfer Agent.
6.2 At any time, Transfer Agent 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 Transfer Agent, provided that the
Transfer Agent at its own expense communicates to the Fund such opinion of
counsel to the Transfer Agent. Written Instructions requested by Transfer Agent
will be provided by a Fund within a reasonable period of time.
-5-
6.3 Transfer Agent, 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.
Article 7 Compensation
7.1 Each Fund will compensate or cause Transfer Agent 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. Transfer Agent will transmit an invoice to a 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 Transfer Agent the amount
of such invoice within thirty (30) days after the Fund's receipt of the invoice.
7.2 In addition, each Fund agrees to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall include, but
shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule D and incorporated herein.
Schedule D may be modified by written agreement between the parties. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket expenses
reasonably incurred by Transfer Agent 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.
7.4 Transfer Agent shall establish certain cash management accounts
("Service Accounts") required to provide services under this Agreement. The Fund
acknowledges (a) Transfer Agent may receive investment earnings from sweeping
the funds in such Service Accounts into investment accounts including, but not
limited to, investment accounts maintained at an affiliate or client of Transfer
Agent; (b) balance credits earned with respect to the amounts in such Service
Accounts ("Balance Credits") will be used to offset the banking service fees
imposed by the cash management service provider (the "Banking Service Fees");
(c) Transfer Agent shall retain any excess Balance Credits for its own use; and
(d) Balance Credits will be calculated and applied toward the Fund's Banking
Service Fees regardless of the Service Account balance sweep described in
Sub-Section (a) above.
7.5 The undersigned hereby represents and warrants to Transfer Agent that
(a) the terms of this Agreement, (b) the fees and expenses associated with this
Agreement, and (c) any benefits accruing to Transfer Agent or to the adviser or
sponsor to the Fund in connection with this Agreement, including but not limited
to any fee waivers, conversion cost reimbursements, up front payments, signing
payments or periodic payments made or
-6-
to be made by Transfer Agent to such adviser or sponsor or any affiliate of the
Fund relating to the Agreement have been fully disclosed to the Board of
Directors of the Fund and that, if required by applicable law, such Board of
Directors has approved or will approve the terms of this Agreement, any such
fees and expenses, and any such benefits.
Article 8 Representations and Warranties
8.1 Each Fund represents and warrants to Transfer Agent that:
(a) itis 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 and/or By-laws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-laws and applicable laws have been taken to authorize it to
enter into this Agreement;
(d) a registration statement under the Securities Act of 1933, as
amended, and the 1940 Act on behalf of the Fund is currently effective and will
remain effective; and
(e) all Shares hereafter shall be issued in accordance with the
terms of the Fund's organizational documents and its Prospectus, and such Shares
shall be validly issued, fully paid and non-assessable.
8.2 Transfer Agent represents and warrants to each Fund that:
(a) it is duly organized, existing and in good standing under the
laws of the Commonwealth of Massachusetts;
(b) it is qualified to carry on its business in jurisdictions in
which it is present;
(c) it is empowered under applicable laws and by its Articles of
Incorporation and By-laws to enter into and perform this Agreement;
(d) all corporate proceedings required by said Articles of
Incorporation, By-laws and applicable laws have been taken to authorize it to
enter into this Agreement; and
(e) it is a transfer agent fully registered as a transfer agent
pursuant to Section 17A(c)(2) of the 1934 Act, and such registration will remain
in effect for the duration of this Agreement; and
(f) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
-7-
Article 9 Indemnification
9.1 The Transfer Agent shall not be responsible for, and the relevant Fund
shall indemnify and hold the Transfer Agent harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liability (collectively referred to as "Losses") arising out of or attributable
to:
(a) All actions of the Transfer Agent or its agents or delegatees
required to be taken pursuant to this Agreement (including the defense of any
lawsuit in which the Transfer Agent or affiliate is a named party), provided
that such actions are taken in good faith and without negligence or willful
misconduct and are not violations of applicable law and regulation pertaining to
the manner transfer agency services are performed or not otherwise a breach of
this Agreement;
(b) The reasonable reliance upon, and any subsequent use of or
action taken or omitted, by the Transfer Agent or its agents or delegatees on:
(i) any Written Instructions of the Fund or any of its officers; or (ii) any
paper or document, reasonably believed to be genuine, authentic, or signed by
the proper person or persons; unless such Losses are due to the negligence of
the Transfer Agent arising out of its failure to perform in accordance with
procedures established with the Fund; or
(c) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or in
violation of any stop order or other determination or ruling by any federal or
any state agency with respect to the offer or sale of such Shares (except to the
extent that such violation resulted from the provision of information from the
Transfer Agent in contravention of the standard of care provided in Article 10
or the Transfer Agent received Written Instructions notifying it of the
violation or determination).
9.2 A Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold each Fund harmless from and against any and all Losses
arising out of or attributable to:
(a) Allactions of the Transfer Agent or its agents taken outside of
the scope of this Agreement or caused by the Transfer Agent's negligence, bad
faith, willful misconduct or violations of applicable law or regulation
pertaining to the manner in which transfer agency services are performed or
otherwise are a breach of this Agreement.
9.3 In any case in which a party hereto (the "Indemnifying Party') may be
asked to indemnify or hold the other party (the "Indemnified Party") harmless,
the Indemnifying Party shall be promptly 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
-8-
against the Indemnifying Party although the failure to do so shall not prevent
recovery by the Indemnified Party. The Indemnifying Party shall keep the
Indemnified Party advised with respect to all such developments concerning any
claim, demand, action or suit or other proceeding (a "Claim"), which may be the
subject of this indemnification. The Indemnifying Party shall have the option to
participate with the Indemnified Party in defending 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 9 shall survive the
termination of this Agreement.
9.4 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.
9.5 The members of the Board of a Fund, its officers and Shareholders, or
of any Portfolio thereof, shall not be liable for any obligations of the Fund,
or any such Portfolio, under this Agreement, and Transfer Agent agrees that in
asserting any rights or claims under this Agreement, it shall look only to the
assets and property of the Fund or the particular Portfolio in settlement of
such rights or claims and not to such members of the Board, its officers or
Shareholders. Transfer Agent further agrees that it will look only to the assets
and property of a particular Portfolio of a Fund, should the Fund have
established separate series, in asserting any rights or claims under this
Agreement with respect to services rendered with respect to that Portfolio and
will not seek to obtain settlement of such rights or claims from the assets of
any other Portfolio of the Fund.
9.6 The Transfer Agent agrees to provide each Fund with certificates of
insurance for errors and omissions insurance and fidelity bonds, and agrees to
provide updated certificates annually or as requested by the Fund.
Article 10 Standard of Care
10.1 Transfer Agent shall provide its services as transfer agent in
accordance with the applicable provisions of Section 17A under the 1934 Act. In
performing the responsibilities delegated to it under this Agreement, Transfer
Agent shall at all times act in good faith and agrees to exercise reasonable
care, diligence and expertise of a professional transfer agent having
responsibility for providing transfer agent services to investment companies
registered under the 1940 Act, but shall not be liable for any damages arising
out of Transfer Agent's performance of or failure to perform its duties under
this Agreement, except to the extent such damages arise out of Transfer Agent's
own negligence, bad faith, willful misconduct or that of its employees, agents
or
-9-
delegatees or violations of applicable law pertaining to the manner in which
transfer agency services are to be performed by Transfer Agent or otherwise from
a breach of this Agreement.
Article 11 Consequential Damages
Notwithstanding anything in this Agreement to the contrary, neither
Transfer Agent nor the Fund shall be liable to the other party for any
consequential, special or indirect losses or damages which the party may incur
or suffer by or as a consequence of the other party's performance of the
services provided hereunder.
Article 12 Insurance
12.1 Transfer Agent shall maintain insurance of the types and in the
amounts deemed by it to be appropriate. To the extent that policies of insurance
may provide for coverage of claims for liability or indemnity by the parties set
forth in this Agreement, the contracts of insurance shall take precedence, and
no provision of this Agreement shall be construed to relieve an insurer of any
obligation to pay claims to the Fund, Transfer Agent or other insured party
which would otherwise be a covered claim in the absence of any provision of this
Agreement.
Article 13 Security
13.1 Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which Transfer Agent has
implemented with regard to the safeguarding from loss or damage attributable to
fire, theft or any other cause (including provision for twenty-four hours a day
restricted access) of a Fund's blank checks, records and other data and Transfer
Agent's equipment, facilities and other property used in the performance of its
obligations hereunder are adequate, and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. Transfer Agent shall review such systems and
procedures on a periodic basis, and each Fund shall have reasonable access to
review these systems and procedures.
Article 14 Disaster Recovery
14.1 Transfer Agent shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
periodic backup of computer files and data with respect to a Fund and emergency
use of electronic data processing equipment. In the event of equipment failures,
Transfer Agent shall, at no additional expense to a Fund, take reasonable steps
to minimize service interruptions caused by equipment failure, provided such
loss or interruption is not caused by Transfer Agent's own willful misfeasance,
bad faith, negligence or reckless disregard of its duties or obligations under
this Agreement and provided further that Transfer Agent has complied with the
provisions of this paragraph 14.
-10-
Article 15 Term and Termination
15.1 This Agreement shall be effective on the date first written above and
shall continue until December 31, 2008 ("Initial Term"), and thereafter shall
automatically continue for successive annual periods (each a "Renewal Term")
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 of the then current term.
15.2 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, Transfer Agent
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 Transfer
Agent, and Transfer Agent will cooperate with the Fund and any successor
transfer agent or agents in the substitution process.
Article 16 Confidentiality/Privacy
16.1 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.
16.2 The Transfer Agent has adopted and implemented procedures to
safeguard customer information and records that are reasonably designed to
ensure the security and confidentiality of customer records and information in
accordance with applicable state and federal standards and to ensure compliance
with Regulation S-P. Information about the Fund's customers shall not be
disclosed, sold, or used in any way, except: (1) to carry out the terms of this
Agreement; and (2) disclosure pursuant to law, rule, regulation or court or
administrative order.
Article 17 Force Majeure
17.1 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,
-11-
failures or fluctuations in telecommunications or other equipment; except to the
extent that the non-performing party shall have failed to use its reasonable
best efforts to minimize the likelihood of occurrence of such circumstances or
to mitigate any loss or damage to the other party caused by such circumstances,
and, with respect to the Transfer Agent, the Transfer Agent has acted in
accordance with the standard of care provided in Section 10 of this Agreement.
In any such event, the non-performing party shall be excused from any further
performance and observance of the obligations so affected only for as long as
such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as
practicable.
Article 18 Assignment
18.1 This Agreement may not be assigned or otherwise transferred by
Transfer Agent, without the prior written consent of a Fund, which consent shall
not be unreasonably withheld; provided, however, that Transfer Agent may, in its
sole discretion, assign all its right, title and interest in this Agreement to
an affiliate, parent or subsidiary of Transfer Agent who is qualified to act
under the 1934 Act and 1940 Act.
Article 19 Notices
19.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to a Fund or Transfer Agent, 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:
Xxxxxx X. Xxxxxxx
Secretary
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
To Transfer Agent:
PFPC
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: President
with copy to General Counsel (same address)
Article20 Governing Law/Venue
20.1 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.
-12-
Article 21 Counterparts
21.1 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 22 Captions
22.1 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 23 Publicity
23.1 Neither a Fund nor Transfer Agent 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 24 Relationship of Parties
24.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 25 Entire Agreement; Severability
25.1 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.
25.2 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.
-13-
Article 26 Customer Identification Program Notice
26.1 To help the U.S. government fight the funding of terrorism and money
laundering activities, U.S. Federal law requires each financial institution to
obtain, verify, and record certain information that identifies each person who
initially opens an account with that financial institution on or after October
1, 2003. Certain of Transfer Agent's affiliates are financial institutions, and
Transfer Agent may, as a matter of policy, request (or may have already
requested) the Fund's name, address and taxpayer identification number or other
government-issued identification number. Transfer Agent may also ask (and may
have already asked) for additional identifying information, and Transfer Agent
may take steps (and may have already taken steps) to verify the authenticity and
accuracy of these data elements.
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: _______________________________________
R. Xxx Xxxxxx
President and
Chief Executive Officer
PFPC, Inc.
By: _______________________________________
-14-
SCHEDULE A
SB Adjustable Rate Income Fund
Xxxxx Xxxxxx Aggressive Growth Fund Inc.
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
-15-
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 (variable annuity)
Xxxxx Xxxxxx Growth and Income Portfolio (variable annuity)
SB Government Portfolio (variable annuity)
Xxxxx Xxxxxx Dividend Strategy Portfolio (variable annuity)
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 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.
-00-
Xxxxx Xxxxxx Xxxx Xxxxx
Xxxxxxxxxx Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
Xxxxx Xxxxxx New Jersey Municipals Fund Inc.
Xxxxx Xxxxxx Oregon Municipals Fund
Xxxxx Xxxxxx Sector Series Inc.
Xxxxx Xxxxxx Financial Services Fund
Xxxxx Xxxxxx Health Sciences Fund
Xxxxx Xxxxxx Technology Fund
Xxxxx Xxxxxx Small Cap Core Fund, Inc.
Xxxxx Xxxxxx World Funds, Inc.
Xxxxx Xxxxxx Inflation Management Fund
International All Cap Growth Portfolio
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
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
Salomon Brothers Investors Value Fund Inc
Salomon Brothers Capital Fund Inc
-17-
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 Mkt 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
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
Salomon Brothers Opportunity Fund Inc
CitiFunds Trust I
Xxxxx Xxxxxx Emerging Markets Equity Fund
Xxxxx Xxxxxx Trust II (formerly CitiFunds 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
CitiFunds Trust III
Citi Cash Reserves (Co-Transfer Agent)
Citi US Treasury Reserves (Co-Transfer Agent)
Citi California Tax Free Reserves (Co-Transfer Agent)
Citi Connecticut Tax Free Reserves (Co-Transfer Agent) (includes Xxxxx
Xxxxxx Connecticut Money Market Portfolio Class A and Class Y)
Citi New York Tax Free Reserves (Co-Transfer Agent)
Citi Tax Free Reserves (Co-Transfer Agent)
-18-
CitiFunds Institutional Trust
Citi Institutional Liquid Reserves (Co-Transfer Agent)
Citi Institutional Cash Reserves (Co-Transfer Agent)
Citi Institutional US Treasury Reserves (Co-Transfer Agent)
Citi Institutional Tax Free Reserves (Co-Transfer Agent)
Citi Institutional Cash Reserves LTD - Offshore (Co-Transfer Agent)
Salomon Funds Trust (formerly CitiFunds Tax Free Income 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
Variable Annuity Portfolios
Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio
Consulting Group Capital Markets Funds
Core Fixed Income Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
-19-
SCHEDULE B
DUTIES OF TRANSFER AGENT
1. Shareholder Information. Transfer Agent 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. Transfer Agent 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 Transfer Agent and a Fund. Transfer Agent shall
provide each Fund with reports concerning Shareholder inquires and the responses
thereto by Transfer Agent, in such form and at such times as are agreed to by
the Fund and Transfer Agent.
3. Share Certificates.
(a) At theexpense of each Fund, Transfer Agent or its agent shall be
supplied with an adequate supply of blank share certificates to meet Transfer
Agent's 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, Transfer Agent or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by Written
Instructions.
(b) With respect to each Fund, Transfer Agent or its agent shall
issue replacement Share certificates in lieu of certificates which have been
lost, stolen or destroyed, upon receipt by Transfer Agent or its agent of
properly executed affidavits and lost certificate bonds, in form satisfactory to
Transfer Agent or its agent, with the Fund and Transfer Agent or its agent as
obligees under the bond.
(c) With respect to each Fund, Transfer Agent 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, Transfer Agent or its agent shall maintain comparable records
of the record holders thereof, including their names, addresses and taxpayer
identification. Transfer Agent or its agent shall further maintain a stop
transfer record on lost and/or replaced certificates.
(d) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, Transfer Agent shall cancel outstanding
certificates surrendered by a Fund to reduce the total amount of outstanding
shares by the number of shares surrendered by the Fund.
-20-
4. Mailing Communications to Shareholders; Proxy Materials. Transfer Agent
or its agent will address and mail to Shareholders of a Fund, as disclosed on
Transfer Agent's books and records for the Fund, all reports to Shareholders,
dividend and distribution notices and proxy material for the Fund's meetings of
Shareholders. In connection with meetings of Shareholders, Transfer Agent or its
agent will prepare Shareholder lists (of Shareholders disclosed on Transfer
Agent's books and records for the Fund), mail and certify as to the mailing of
proxy materials, solicit proxies, 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. Transfer Agent 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 Transfer Agent 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, Transfer Agent or its
agent will: (i) give prompt notice of such return to the relevant 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 Transfer Agent may from
time to time deem appropriate.
(c) Purchase of Shares. Transfer Agent shall issue and credit an
account of an investor, in the manner described in a Fund's prospectus, once it
receives:
(i) A purchase order;
(ii) Proper information to establish a Shareholder account;
and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's Custodian.
6. Exchange, Transfer and Redemption
(a) Transfer Agent or its agent shall process all requests to
transfer or redeem Shares in accordance with the transfer or redemption
procedures set forth in each Fund's Prospectus.
(i) Broker-Dealer Accounts.
When a broker-dealer notifies Transfer Agent of a
redemption desired by a customer, and a Fund's or Portfolio's
Custodian has provided Transfer Agent with funds, Transfer
Agent shall (a) transfer by Fedwire or other agreed upon
electronic means such redemption
-21-
payment to the broker-dealer for the credit to, and for the
benefit of, the customer's account or (b) shall prepare and
send a redemption check to the broker-dealer, made payable to
the broker-dealer on behalf of its customer.
(ii) Fund-Only Accounts.
If Shares (or appropriate instructions) are received in
proper form, at a Fund's request Shares may be redeemed before
the funds are provided to Transfer Agent from the Custodian.
If the recordholder has not directed that redemption proceeds
be wired, when the Custodian provides Transfer Agent with
funds, the redemption check shall be sent to and made payable
to the recordholder, unless:
(a) the surrendered certificate is drawn to the order of
an assignee or holder and transfer authorization is
signed by the recordholder; or
(b) transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
(b) Transfer Agent 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 Transfer Agent or its agent
reasonably may deem necessary.
(c) Transfer Agent 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. Transfer Agent 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
Transfer Agent or its agent, in its good judgment, 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, Transfer Agent 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 Transfer Agent or its agent reflecting
outstanding Shares of each Fund and Shares attributed to individual accounts.
(e) Transfer Agent or its agent shall, upon receipt of the moneys
paid to it by the Custodian for the repurchase of Shares, pay such moneys as are
received from the Custodian, all in accordance with the procedures described in
the written instruction received by Transfer Agent or its agent from the Fund.
-22-
(f) Transfer Agent or its agent shall not process or effect any
repurchase with respect to Shares of a Fund after receipt by Transfer Agent or
its agent of notification of the suspension of the determination of the net
asset value of the Fund.
7. Dividends
(a) Upon thedeclaration of each dividend and each capital gains or
other 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 Transfer Agent or
its agent a copy of a resolution of the Fund's Board of Directors certified by
the Secretary of the Fund setting forth the date of the declaration of such
dividend or distribution, the ex-dividend date, the date of payment thereof, the
record date as of which Shareholders entitled to payment shall be determined,
the amount payable per Share to the shareholders of record as of that date, the
total amount payable to Transfer Agent 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. Such payment will be made in cash or additional Shares, at the
election of each Shareholder, in accordance with the Portfolio's Prospectus.
(b) On or before the payment date specified in such resolution of
the Board of Directors, a Fund will provide Transfer Agent with sufficient cash
to make payment to the Shareholders of record as of such payment date.
(c) If Transfer Agent 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, Transfer Agent 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 Transfer Agent or its
agent.
(d) Such issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable tax law or
other laws, rules or regulations. Transfer Agent shall mail to a Fund's
shareholders and the IRS and other appropriate taxing authorities such tax
forms, or permissible substitute forms, and other information relating to
dividends and distributions paid by the Fund as are required to be filed and
mailed by applicable law, rule or regulation within the time required thereby.
Transfer Agent shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all dividends and
distributions above a stipulated amount paid by the Fund to its Shareholders as
required by tax or other law, rule or regulation.
8. Cash Management Services. Funds received by Transfer Agent 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 Transfer Agent (or its
nominee) as agent for the Funds.
-23-
9. Lost Shareholders. Transfer Agent shall perform such services as are
required in order to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the
"Lost Shareholder Rules), including, but not limited to those set forth below.
Transfer Agent 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. Anti-Money Laundering/OFAC/FINCEN/Customer Identification Procedures.
(a) Transfer Agent shall implement mutually agreed upon procedures in
accordance with a Fund's Anti-Money Laundering and Customer Identification
Programs, including cash and cash equivalent procedures, and shall check account
names and addresses against those provided by the Treasury Department's OFAC
Department and FinCEN 314(a) requests submitted by the client.
(b) Transfer Agent shall perform the following key functions:
(1) Comparing Transfer Agent's database of Fund investor names and
personal information against the OFAC SDN list; new accounts and accounts
changes are scanned daily by a Transfer Agent compliance specialist and the
entire database is scanned each time the OFAC or FINCEN list is updated or the
Fund submits a FinCEN 314(a) request to the Transfer Agent.
(2) Verifying customer identification based on particular
identifying data elements.
(3) Restrictions on payment methods accepted for purchase of fund
shares (no cash or cash equivalents, third-party check restrictions, etc.).
(4) Review of account opening documentation and check payments for
various "red flags" that are indicators of fraudulent activity.
(5) Training for all Transfer Agent employees in a manner consistent
with Section 352 of the USA PATRIOT Act
(c) Delegation. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder
(collectively, the "USA
-24-
PATRIOT Act"), the Fund has developed and implemented a written anti-money
laundering program (the "AML Program"), which is designed to satisfy the
requirements of the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund
can elect to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its transfer
agent. Each Fund is desirous of having the Transfer Agent perform certain
delegated duties pursuant to the AML Program and the Transfer Agent desires to
accept such delegation.
(d) Limitation on Delegation. Each Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to perform
only those duties that have been expressly delegated on this Section 10 (the
"Delegated Duties"), as may be amended from time to time, and is not undertaking
and shall not be responsible for any other aspect of the AML Program or for the
overall compliance by the Fund with the USA PATRIOT Act or for any other matters
that have not been delegated hereunder. Additionally, the parties acknowledge
and agree that the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and transactions in, shares
in the Fund for which the Transfer Agent maintains the applicable shareholder
information. In connection with the prior sentence, each Fund acknowledges that
there are certain types of accounts, "broker controlled" accounts such as NSCC
Network Level 3 accounts or Citigroup Global Markets, Inc./"Dealer 6700"
accounts, whereby the transfer agent receives shareholder and transactional
information through industry mandated or customized transmissions that preclude
the transfer agent from providing these services. Each Fund acknowledges that
these services will be performed by the broker/dealer initiating the
establishment/maintenance of "broker controlled" accounts and the submissions of
transactions in "broker controlled" accounts.
(e) Consent to Examination. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands and
acknowledges that the Fund remains responsible for assuring compliance with the
USA PATRIOT Act and that the records the Transfer Agent maintains for the Fund
relating to the AML Program may be subject, from time to time, to examination
and/or inspection by federal regulators in order that the regulators may
evaluate such compliance. The Transfer Agent hereby consents to such examination
and/or inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make available,
during normal business hours and on reasonable notice, requested records and
information for review by such examiners.
(f) Delegated Duties
(1) Consistent with the services provided by the Transfer Agent and
with respect to the ownership of shares in a Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
(i) Compare Transfer Agent's database of Fund investor names and
personal information against the OFAC SDN list; new accounts and accounts
changes are scanned daily by a Transfer Agent compliance specialist and the
entire database is scanned each time the OFAC list is updated;
-25-
(ii) Compare alternate payee standing instructions against the OFAC
SDN list;
(iii) Review redemption transactions that occur within thirty (30)
days of account establishment or maintenance;
(iv) Review wires sent pursuant to banking instructions other than
those on file with the Transfer Agent;
(v) Review accounts with small balances followed by large purchases;
(vi) Review accounts with frequent activity within a specified date
range followed by a large redemption;
(vii) On a daily basis, review purchase and redemption activity per
tax identification number ("TIN") within the Funds to determine if activity for
that TIN exceeded the $100,000 threshold on any given day;
(viii) Monitor and track cash equivalents under $10,000 for a
rolling twelve-month period and file IRS Form 8300 and issue the Shareholder
notices required by the IRS;
(ix) Determine when a suspicious activity report ("SAR") should be
filed as required by regulations applicable to mutual funds; prepare and file
the SAR. Provide the Fund with a copy of the SAR within a reasonable time after
filing; notify Fund if any further communication is received from U.S.
Department of the Treasury or other law enforcement agencies regarding the SAR;
(x) Compare account information to any FinCEN request received by
the Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec.
314(a). Provide the Fund with documents/information necessary to respond to
requests under USA PATRIOT Act Sec. 314(a) within required time frames; and
(xi) In accordance with procedures agreed upon by the parties (which
may be amended from time to time by mutual agreement of the parties) (i) verify
the identity of any person seeking to open an account with the Fund, (ii)
maintain records of the information used to verify the person's identity and
(iii) determine whether the person appears on any lists of known or suspected
terrorists or terrorists organizations provided to the Fund by any government
agency and designated as such by United States Department of the Treasury in
consultation with the federal functional regulators.
(2) In the event that the Transfer Agent detects activity as a
result of the foregoing procedures, which necessitates the filing by the
Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC,
then the Transfer Agent shall also promptly notify the Fund, unless prohibited
by applicable law.
-26-
(g) CIP Services. So that each Fund will comply with its Customer
Identification Program (which the Fund is required to have under regulations
issued under Section 326 of the USA PATRIOT Act), Transfer Agent will do the
following:
(1) Implement procedures under which new accounts in the Fund are
not established unless Transfer Agent has obtained the name, date of birth (for
natural persons only), address and government-issued identification number
(collectively, the "Data Elements") for each corresponding Customer (as defined
in 31 CFR 103.131).
(2) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or within a reasonable time
(generally not in excess of thirty days) after each corresponding new account is
opened. Methods will consist of non-documentary methods (for which Transfer
Agent may use unaffiliated information vendors to assist with such
verifications, providing that (i) Transfer Agent's contract with such vendor
requires the vendor to keep and maintain the confidentiality of any information
provided by or obtained about a Customer and (ii) Transfer Agent has and
continues to forma reasonable belief that such vendors will maintain the
confidentiality of any information so described in (i) and documentary methods
(both of which Transfer Agent believes will meet the minimum requirements to
comply with 31 CFR 13.131(b)(2) or any amendment thereof), and may include
procedures under which Transfer Agent personnel conduct additional research to
attempt to reasonably verify the identity of Customers who were not verified by
Transfer Agent's initial attempt.
(3) Determine whether the Customer's name appears on any list of
known or suspected terrorists or terrorist organizations issued by any federal
government agency and designated as such by the Department of Treasury in
consultation with the federal functional regulators.
(4) Record the Data Elements in an electronic repository (or other
manner that satisfies the regulation and allows for reasonably easy and prompt
retrieval of the Data Elements) designed for this purpose and maintain records
relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).
(5) Regularly report to the Fund about measures taken, results
obtained and Customers for which identities cannot be verified under (1)-(4)
above.
(6) If Transfer Agent provides services by which prospective
Customers may subscribe for shares in the Fund via the Internet, telephone or
application that is mailed to Transfer Agent, work with the Fund to notify
prospective Customers, consistent with 31 CFR 103.131(b)(5), about the Fund's
CIP.
(7) Timely file suspicious activity reports ("SARs") with its or its
affiliates' primary federal regulator, maintain the required records in
compliance with 31 CFR 103.18 and at such time as applicable regulations are
changed to permit such, Transfer Agent shall submit a copy of the filed SAR to
the Fund within 30 days of its filing.
-27-
(8) Not later than 15 calendar days after Transfer Agent reasonably
determines that Customer transactions or activity is suspicious, report such
information in reasonable detail to the Fund.
(9) Certify no less frequently than annually to the Fund in a form
that is mutually acceptable to the Fund and the Transfer Agent that Transfer
Agent has implemented its anti-money laundering program, and that it will
perform the specific requirements for the Fund discussed in this Agreement and
as the Fund is required under 31 CFR 103.131.
(10) Set forth on a separate fee schedule compensation amounts due
for these CIP Services.
Notwithstanding anything to the contrary, and without expanding the
scope of the express language above, Transfer Agent need not collect the Data
Elements for (or verify) prospective Customers beyond the requirements of 31 CFR
103.131 (for example Transfer Agent will not verify customers opening accounts
through NSCC).
Notwithstanding anything above to the contrary, Transfer Agent need
not perform any of the steps in provisions (1)-(10) above (or any CIP measures)
with respect to any Customer who becomes a Customer of a fund ("Fund A") via
exchange from another fund ("Fund B") in accordance with the Customer's
privilege to exchange shares of Fund B for Fund A, provided that the other Fund
B is within the same family of funds as may be provided to the Transfer Agent
from time to time.
Transfer Agent agrees that it will permit federal or state examiners to
inspect the (i) Funds' information and records pertaining to the anti-money
laundering ("AML") program and CIP activities on behalf of the aforementioned
funds and (ii) Transfer Agent's AML services program.
Transfer Agent agrees that any AML information provided by or requested
from Funds to Transfer Agent will be maintained by Transfer Agent and will be
disclosed by Transfer Agent to its employees and agents on a need to know basis
or to governmental authorities.
11. Market-Timing/Late Trading.
(a) Transfer Agent shall monitor accounts for market-timing and late
trading, in violation of each Fund's or portfolio's prospectus.
(b) Transfer Agent shall provide each Fund and its officers with
assistance in monitoring, coordinating and reporting late trading of shares.
-28-
(c) In order to assist a Fund with compliance with the Fund's
policies and procedures related to market timing activity, Transfer Agent shall,
in accordance with the procedures established from time to time by the Fund and
Transfer Agent, provide the following services:
(i) Produce and review on a daily basis, short term trader
reports generated from the Transfer Agent's system;
(ii) Based on the criteria provided by a Fund, report to the
Fund on a daily basis any findings of potential market timing
activity appearing on the short term trader report; and
(iii) Upon Written Instruction from a Fund, take such action
as the Fund so instruct against any shareholder and/or broker
determined by the Fund to have been engaging in market timing
activity.
12. Additional Services.
(a) Services provided on an ongoing basis, if applicable:
(i) Calculate 12b-1 payments to financial intermediaries,
including brokers, and financial intermediary trail
commissions;
(ii) Develop, monitor and maintain, in consultation with the
Fund, all systems necessary to implement and operate the
four-tier distribution system, including Class B conversion
feature or similar conversion feature for other Classes, as
described in the registration statement and related documents
of the Fund, as they may be amended from time to time;
(iii) Calculate contingent deferred sales charge amounts and
redemption fees upon redemption of Fund shares and deduct such
amounts from redemption proceeds;
(iv) Calculate front-end sales load amounts at time of
purchase of shares;
(v) Determine dates of Class B or similar conversion and
effect the same;
(vi) Establish and maintain proper Shareholder registrations;
(vii) Review new applications and correspond with Shareholders
to complete or correct information;
(viii) Issue dividend checks in accordance with agreed-upon
procedures;
-29-
(ix) Direct payment processing of checks or wires in
accordance with agreed-upon procedures;
(x) Provide toll-free lines for direct Shareholder use, plus
customer liaison staff for on-line inquiry response;
(xi) Send duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-dealer
or directly with Transfer Agent;
(xii) Provide periodic Shareholder lists, outstanding Share
and Class calculations and related statistics to the Fund;
(xiii) Provide detailed data for underwriter/broker
confirmations;
(xiv) Prepare and mail required calendar and taxable year-end
tax and statement information (including forms 1099-DIV and
1099-B and accompanying statements) to Shareholder accounts
disclosed on its books and records;
(xv) Notify on a daily basis the investment adviser,
accounting agent, and Custodian of fund activity;
(xvi) Withholding taxes for U.S. resident and non-resident
aliens, where applicable;
(xvii) Maintain and process letters of accumulation and
automatic investment plans;
(xviii) Serve as custodian and/or trustee to retirement plans,
individual retirement accounts and similar accounts;
(xix) Receive information from third-party administrators to
record either plan level or individual participant level
information, as required, and
(xx) Perform other participating broker-dealer or Shareholder
services as may be agreed upon from time to time.
(b) Services provided by Transfer Agent under Oral Instructions or
Written Instructions:
(i) Accept and post daily Fund and Class purchases and
redemptions; and
(ii) Accept, post and perform Shareholder transfers and
exchanges.
-30-
(c) Shareholder Account Services.
(i) Transfer Agent will arrange, in accordance with the
appropriate Fund's or Portfolio's prospectus, for issuance of
Shares obtained through:
- The transfer of funds from Shareholders' accounts at
financial institutions, provided Transfer Agent received
advance Oral or Written Instruction of such transfer;
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications in accordance with agreed-upon procedures.
(ii) Transfer Agent will arrange, in accordance with the
appropriate Fund's or Portfolio's Prospectus, for a
Shareholder's:
- Exchange of Shares for shares of another fund with which the
Fund has exchange privileges;
- Automatic redemption from an account where that Shareholder
participates in a systematic withdrawal plan; and/or
- Redemption of Shares from an account with a checkwriting
privilege in accordance with agreed-upon procedures.
(d) Communications to Shareholders. Transfer Agent shall mail all
communications by the Fund to its Shareholders disclosed on its books and
records, including:
(i) Reports to Shareholders (including annual and semi-annual
reports);
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material;
(vi) Tax forms (including substitute forms), accompanying
information containing the information required by paragraph
7(d), and notices under Section 19 of 1940 Act;
-31-
(vii) New account information;
(viii) Change of allocation;
(ix) Prospectus fulfillment;
(x) Shareholder/information letters; and
(xi) Retirement and XXX information (including tax
information).
(e) Records. Transfer Agent shall maintain those records required by
the Securities Laws and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
Transfer Agent hereunder with respect to Shareholder accounts or by transfer
agents generally, including records of the accounts for each Shareholder showing
the following information:
(i) Name, address and United States Taxpayer Identification or
Social Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
Shareholder, including dividends and distributions paid, their
character (e.g., ordinary income, net capital gain,
exempt-interest, foreign tax-credit and dividends received
deduction eligible) for federal income tax purposes and the
date and price for all transactions on a Shareholder's
account;
(iv) Any stop or restraining order placed against a
Shareholder's account;
(v) Any correspondence relating to the current maintenance of
a Shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent
to perform any calculations contemplated or required by this
Agreement.
(f) Shareholder Inspection of Stock Records. Upon a request from any
Shareholder to inspect stock records, Transfer Agent will notify a Fund, and the
Fund will issue instructions granting or denying each such request. Unless
Transfer Agent has acted contrary to a Fund's instructions, the Fund agrees and
does hereby release Transfer Agent from any liability for refusal of permission
for a particular Shareholder to inspect the Fund's Shareholder records.
-32-
13. Retirement Plans.
(a) In connection with the individual retirement accounts,
simplified employee pension plans, rollover individual retirement plans,
educational IRAs and XXXX individual retirement accounts ("XXX Plans"), 403(b)
Plans and money purchase and profit sharing plans ("Qualified Plans")
(collectively, the "Retirement Plans") within the meaning of Section 408 of the
Internal Revenue Code of 1986, as amended (the "Code") sponsored by a Fund for
which contributions of the Fund's shareholders (the "Participants") are invested
solely in Shares of the Fund, Transfer Agent shall provide the following
administrative services:
(i) Establish a record of types and reasons for distributions
(i.e., attainment of eligible withdrawal age, disability,
death, return of excess contributions, etc.);
(ii) Record method of distribution requested and/or made;
(iii) Receive and process designation of beneficiary forms
requests;
(iv) Examine and process requests for direct transfers between
custodians/trustees, transfer and pay over to the successor
assets in the account and records pertaining thereto as
requested;
(v) Prepare any annual reports or returns required to be
prepared and/or filed by a custodian of a Retirement Plan,
including, but not limited to, an annual fair market value
report, Forms 1099R and 5498; and file same with the IRS and
provide same to Participant/Beneficiary, as applicable; and
(vi) Perform applicable federal withholding and send
Participants/Beneficiaries an annual TEFRA notice regarding
required federal tax withholding.
(b) Transfer Agent shall arrange for PFPC Trust Company to serve as
custodian for the Retirement Plans sponsored by a Fund.
(c) With respect to the Retirement Plans, Transfer Agent shall
provide each Fund with the associated Retirement Plan documents for use by the
Fund and Transfer Agent shall be responsible for the maintenance of such
documents in compliance with all applicable provisions of the Code and the
regulations promulgated thereunder.
-33-
14. Miscellaneous.
In addition to and neither in lieu nor in contravention of the services
set forth above, Transfer Agent 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
Transfer Agent'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 Transfer Agent'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 a Fund daily Blue Sky reports generated by Transfer
Agent; (iv) provide to each Fund escheatment reports as reasonably requested by
a Fund with respect to the status of the Fund's accounts and outstanding checks;
and (v) maintain a current, duplicate set of a Fund's essential records at a
secure separate location in a form available and usable forthwith in the event
of any breakdown or disaster disruption of Transfer Agent's main operation.
-34-
SCHEDULE C
FEE SCHEDULE
ACCOUNT FEES NON-OMNIBUS
Active Direct:
$12.00 per account, per annum for the first 250,000 accounts, plus
$11.75 per account, per annum for the next 250,000 accounts, plus
$11.50 per account, per annum for accounts in excess of 500,000
[An active account is defined as having a balance greater than zero
at the end of the month plus any account that had a balance greater
than zero during the month but has a zero balance at the end of the
month.]
Active "6700":
$2.75 per accounts, per annum for the first 3 million accounts, plus
$2.25 per account, per annum for accounts in excess of 3 million
[6700 Accounts are designated as electronic accounts from Citigroup
Capital Markets, Inc. (Xxxxx Xxxxxx) to PFPC.]
Active NSCC Level III:
$5.50 per account, per annum, for the first 250,000 accounts, plus
$3.50 per account, per annum for accounts in excess of 250,000
-35-
ACCOUNT FEES - OMNIBUS
Should Citigroup Global Markets, Inc. (Xxxxx Xxxxxx) sub-account the
"6700" accounts the following fee schedule will be in effect:
Active Direct:
$13.00 per account, per annum
[An active account is defined as having a balance greater than zero
at the end of the month plus any account that had a balance greater
than zero during the month but has a zero balance at the end of the
month.]
Active NSCC Level III:
$8.00 per account, per annum, for the first 250,000 accounts, plus
$5.50 per account, per annum for the next 250,000 accounts, plus
$3.50 per account, per annum for accounts in excess of 500,000
PRIMERICA Accounts:
$14.80 per account, per annum, for the first 2 million accounts,
plus
$14.65 per account, per annum, for accounts in excess of 2 million
Inactive Account Fee:
$0.00
[An inactive account is defined as having a zero balance with no
dividend payable. Inactive accounts are typically purged on a
quarterly basis. However, data is kept online for at least 18 months
for year-end tax reporting.]
Institutional Funds:
$2,500.00 per month per portfolio/class
PFPC Trust Company Custodial Fee:
$15.00 per account, per annum
[Paid by the shareholder]
-36-
PFPC Trust Company Document Fee:
$750.000 per plan document, per annum
CIP Fees:
Xxxxx Xxxxxx, Salomon and Citifunds: $75,000 per annum, plus
PRIMERICA: $75,000 per annum
[PRIMERICA currently performs CIP in-house. Fees will only apply should
PRIMERICA request PFPC to perform this function.]
AML Fees:
Xxxxx Xxxxxx, Salomon and Citifunds: $50,000 per annum, plus
PRIMERICA: $50,000 per annum
Voice Response Fees:
$10,000 one-time set up fee
Web and Internet Account Services:
Set-Up Fee:
Less than 20,000 accounts: $15,000
Between 20,0001 and 50,000 accounts: $20,000
Between 50,001 and 100,000 accounts: $25,000
Between 100,001 and 500,000 accounts: $30,000
Between 50,001 and 1,000,000 accounts: $40,000
Over 1,000,000 accounts: $50,000
Annual Recurring fees:
Less than 20,000 accounts: $10,000
Between 20,0001 and 50,000 accounts: $14,000
Between 50,001 and 100,000 accounts: $17,500
Between 100,001 and 500,000 accounts: $21,000
Between 50,001 and 1,000,000 accounts: $28,000
Over 1,000,000 accounts: $35,000
Customization Fee: $250.00 per hour
Customer Management Suite Fees:
Call Center: $1,200 per seat per annum, optional at customer site
First ten seats at no charge
Workflow Manager: $1,020.00 per seat per annum, opti onal at customer
site First ten seats at no charge
-37-
Data Delivery (DAZL) Fees:
Monthly Maintenance Fee: $1,000.00
Price Records: $.015 per record
Other Records: $.030 per record
[security, distribution, account master,
transaction and position]
Enhancement Fee: $175.00 per hour
Data Delivery (DAZL) Direct/401(k)/Trust/Customer Management
Suite/ICI/Management Company Level Fees:
Price Records: $.01 per record
Other Records: $.01 per record
[security, distribution, account master,
transaction and position]
Enhancement Fee: $175.00 per hour
AdvisorCentral Fees:
This fee schedule details AdvisorCentral fees only and does not include
any fess that may be charged directly from a transfer agent, DTCC or third
party provider.
Annual Recurring Fee: $25,000.000
Inquiry: $.10 per inquiry
Purchase, Redemption and Exchange: $.50 per transaction
New Account Set-Up: $.50 per new account
Maintenance: $1.00 per maintenance
Electronic Statements: $.10 per statement download
Prospectus: $.75 per prospectus download
[Funds may also incur a charge directly from their electronic statement
and/or transfer agency provider.]
Enhancement Fee: $250.00 per hour
-38-
Print Mail Fees:
Printing
o Per confirm or statement image printing $0.06
o Per check printing $0.08
Inserting
o Daily confirms: machine inserting per page
(includes BRE/CRE) $32.00/K ($50.00 min.)
o Daily confirms: custom inserting per page
(includes BRE or CRE) $55.00/K ($75.00 min.)
o Additional inserts custom insertion $0.07
o Additional inserts machine insertion $0.01
o Statements: machine inserting per page
(includes BRE or CRE) $40.00/K ($50.00 min.)
o Statements: hands inserting per page (includes
BRE or CRE) $57.00/K ($50.00 min.)
o Additional inserts custom insertion $0.06
o Additional inserts machine insertion $0.01
o Daily checks machine inserting per page $32.00/K ($50.00 min.)
o Daily checks custom inserting per page $55.00/K ($75.00 min.)
o Additional inserts custom inserting $0.06
o Additional inserts machine $0.01
o Periodic checks custom inserting $60.00/K ($75.00 min.)
o Periodic checks machine inserting $40.00/K ($75.00 min.)
o Machine intelligent (selective) inserting:
per page (all output types) $45.00/K ($75.00 min)
o Hands intelligent (selective) inserting:
per page (all output types) $125.00/K ($75.00 min.)
o Listbill reports $60.00/K ($50.00 min.)
Shipping/inventory
Inventory receipts/S.K.U. $20.00
o Inventory storage/location/month - per skid $15.00
o Courier charge Billed at cost
o Shipping boxes $0.85 each
o Oversized envelopes $0.45 each
Special mailings
o Creation of zip disk mailing file $125.00
o ZIP+4 data enhancement (clean/format all
addresses) $8.00/K ($125.00 min)
o Data manipulation (create mailing data base,
split files) $75.00 per hour
o Data extract shareholder records from mainframe
system $75.00 per hour
-39-
o Household (combining) programming:
record consolidation $6.00/K ($75.00 min.)
o Address and machine insert into #10 or
6x9 (1 piece) $56.00/K ($125.00 min)
o Additional machine insert #10 or 6x9 $2.50/K
o Address and machine insert into 9x12
(1 piece) $125.00/K($125.00 min)
o Additional machine insert into 9x12 $5.00/K
o Address envelope only (#10, 6x9 or 9x12,
ie. Self mailer) $35.00/K ($75.00 min)
o Create and affix labels to self mailers $0.20 per piece ($75.00 min)
o Custom insert one piece into #10,
6x9 & 9 x 12 $0.08 per piece ($125.00 min.)
o Custom insert additional pieces $0.09 per piece
o Hand sort 9x12s (standard mail pre-sort) $25.00/K
o Create and affix labels, hand insert
one piece $0.26 per piece ($75.00 min)
o Print labels only $0.10 per label
o Affix labels only $0.10 each
o Compliance legal mailing (first class -
mailing has started) $150.00
o Copy of U.S.P.S. forms 3602 or 3606 per
mailing $3.00 each
o Create mailing list (AOS not processing
mailing) entry $0.40 per ($75.00 min)
Year end tax form output processing
o Print and process $0.42 each
o Work order administration fee $15.00 each
o Minimum processing/job $75.00 each
o Duplicate tax forms $0.50 each ($15.00
o daily min.)
o Intelligent inserting (selective) $0.045each
o Additional machine insert $0.01 each
o Additional custom insert $0.06 each
o Affidavit charge $3.50 each
Other tax/compliance mailings
o Duplex print $0.11 each
o Simplex print $0.08 each
o Machine insert 1 piece $56.00/ K ($75.00 min.)
o Custom insert 1 piece $65.00/ K ($75.00 min.)
o Additional machine insert $0.01 each
o Additional custom insert $0.06 each
o Work order administration fee $15.00
o Affidavit charge $3.50 each
o Machine fold material $18.00/ K
o Custom insert fold material $0.12 each
-40-
Other fees
o Work order administration fee $ No charge
o Manual pulls $2.50 each
o Special projects $24.00 per hour
o Per piece mail preparation/presort fee $0.035 per piece
o Fast forward fees $0.15 per piece
o Folding machines $14.00/K
o Folding hands $0.09/piece
o Cutting $10.00/K
o Tabbing (self mailers any size) 1 tab @ $8.00/K 2 tabs @ $12.00/K
Digital services
o Monthly service fee (AOS reports) $2,900.00
o Annual per statement fee (HTML) Up to 300,000 accounts $0.18 per image
300,000 - 700,000 $0.12 per image
In excess of 700,000 $0.09 per image
o Original PDF images (pages) Up to 1 million $0.05 per image
1 million - 3 million $0.04 per image
In excess of 3 million $0.03 per image
o Web maintenance and PDF server storage
for presentment (pages) $0.01 per page
o Line data & Alchemy storage (year-end
transcripts) $0.017 per image
o Original CD-ROM charges $175.00
Note: Portal click fees not included.
Output development
o Systems development/programming/testing $175.00 per hour
(billable work beyond dedicated
team hours)
After the one- year anniversary of the effective date of the Agreement, PFPC may
adjust the fees described in the above sections once per calendar year, upon
thirty (30) days prior written notice in an amount not to exceed the cumulative
percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U)
U.S. City Average, All items (unadjusted), published by the U.S. Department of
Labor since the last such adjustment in the fund's monthly fees (or the
effective date absent a prior such adjustment).
-41-
SCHEDULE D
OUT-OF-POCKET EXPENSES:
1. Out-of-Pockets. Each Fund shall reimburse Transfer Agent monthly for
applicable out-of-pocket expenses, including, but not limited to the following
items:
o Microfiche/microfilm production
o Magnetic media tapes and freight
o Postage
o Telephone and telecommunication costs, including all lease, maintenance
and line costs
o Proxy solicitations, mailings, tabulations and reports relating thereto
o Shipping, Certified and Overnight mail and insurance
o Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
o Duplicating services
o Courier services
o Federal Reserve charges for check clearance
o Overtime
o Travel, as approved in advance by the Fund
o Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third
o party record keeping vendors
o Such other miscellaneous expenses reasonably incurred by Transfer Agent 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 Transfer Agent. In addition, each Fund will promptly
reimburse Transfer Agent for any other unscheduled expenses incurred by Transfer
Agent whenever the Fund and Transfer Agent mutually agree that such expenses are
not otherwise properly borne by Transfer Agent as part of its duties and
obligations under the Agreement.
2. Other Charges.(1)
o Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationery.
o Digital Storage
o Digital Recording
o Incoming and outgoing wire charges
o Microfiche/microfilm production
o Magnetic media tapes and freight
o Banking Services
----------
(1) Volume buying has enabled Transfer Agent to negotiate reduced rates for
certain materials and services. Charges for these items plus an
administrative charge to compensate Transfer Agent for overseeing and
administering product inventory will appear as an aggregate line item
charge on your monthly invoice.
-42-
