TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 2005 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and Travelers Investment Adviser Inc.
("TIA"), a Delaware corporation, for itself, and on behalf of The Travelers
Series Trust (the "Fund").
W I T N E S S E T H:
WHEREAS, pursuant to an Administration Agreement between TIA and the Fund
(the "Administration Agreement"), TIA is responsible for arranging for the
performance of transfer agent services for certain of the investment portfolios
of the Fund (listed on Exhibit A attached hereto and made a part hereof, as
such Exhibit a may be amended from time to time) (the "Portfolios"); and
WHEREAS, pursuant to the Administration Agreement, TIA wishes to retain PFPC
to serve as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent for the Fund with respect to the Portfolios, and
PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. DEFINITIONS. As used in this Agreement:
___________
(a) "1933 Act" means the Securities Act of 1933, as amended.
__________
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
__________
(c) "Authorized Person" means any officer of the Fund or TIA and any other
___________________
person duly authorized by the Fund's Board of Directors to give Oral
Instructions and Written Instructions on behalf of the Fund or TIA. An
Authorized Person's scope of authority may be limited by setting forth such
limitation in a written document signed by both parties hereto.
1
(d) "CEA" means the Commodities Exchange Act, as amended.
_____
(e) "Oral Instructions" mean oral instructions received by PFPC from an
___________________
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. PFPC may, in its sole discretion in each separate
instance, consider and rely upon instructions it receives from an
Authorized Person via electronic mail as Oral Instructions.
(f) "SEC" means the Securities and Exchange Commission.
_____
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
_________________
(h) "Shares" mean the shares of beneficial interest of any series or class of
________
the Fund.
(i) "Written Instructions" mean (i) written instructions signed by an Authorized
______________________
Person and received by PFPC or (ii) trade instructions transmitted (and
received by PFPC) by means of an electronic transaction reporting system
access to which requires use of a password or other authorized identifier.
The instructions may be delivered by electronically (with respect to
sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. APPOINTMENT. TIA hereby appoints PFPC to serve as transfer agent, registrar,
___________
dividend disbursing agent and shareholder servicing agent to the Fund in
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with all
_____________________________________
applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund, TIA or
any other entity.
2
4. INSTRUCTIONS.
____________
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Directors or of the Fund's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) TIA agrees that the Fund will forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions
by the close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC's ability to rely upon such
Oral Instructions.
5. RIGHT TO RECEIVE ADVICE.
_______________________
(a) Advice of the Fund or TIA. If PFPC is in doubt as to any action it should
_________________________
or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund or TIA.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
_________________
pertaining to any action it should or should not take, PFPC may request
advice from counsel of its own choosing (who may be counsel for the Fund,
TIA, the Fund's investment adviser or PFPC, at the option of PFPC).
3
(c) Conflicting Advice. In the event of a conflict between directions or advice
__________________
or Oral Instructions or Written Instructions PFPC receives from the Fund,
TIA, and the advice it receives from counsel, PFPC may rely upon and follow
the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by TIA and held without
__________________
liability for any action PFPC takes or does not take in reliance upon
directions or advice or Oral Instructions or Written Instructions PFPC
receives from or on behalf of the Fund, TIA or from counsel. Nothing in
this section shall be construed so as to impose an obligation upon PFPC
(i) to seek such directions or advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions or advice
or Oral Instructions or Written Instructions.
6. RECORDS; VISITS. The books and records pertaining to the Fund, which are in
_______________
the possession or under the control of PFPC, shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. The Fund, TIA
and Authorized Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund or
TIA, copies of any such books and records shall be provided by PFPC to the
Fund, TIA or to an Authorized Person, at the TIA's expense.
7. CONFIDENTIALITY.
_______________
(a) Each party shall (and TIA shall cause the Fund to) keep confidential any
information relating to the other party's business ("Confidential
Information"). Confidential Information shall include:
4
(i) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited
to, information about product plans, marketing strategies, finances,
operations, customer relationships, customer profiles, customer
lists, sales estimates, business plans, and internal performance
results relating to the past, present or future business activities
of the Fund, TIA or PFPC, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any
of them;
(ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords the Fund, TIA or PFPC a
competitive advantage over its competitors;
(iii) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; and
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality obligations if
it:
(i) is already known to the receiving party at the time it is obtained;
(ii) is or becomes publicly known or available through no wrongful act of
the receiving party;
(iii) is rightfully received from a third party who, to the best of the
receiving party's knowledge, is not under a duty of confidentiality;
(iv) is released by the protected party to a third party without
restriction;
(v) is requested or required to be disclosed by the receiving party
pursuant to a court order, subpoena, governmental or regulatory
agency request or law (provided the receiving party will provide the
other party written notice of the same, to the extent such notice is
permitted);
(vi) is relevant to the defense of any claim or cause of action asserted
against the receiving party;
(vii) is necessary for PFPC to release such information in connection with
the provision of services under this Agreement; or
(vii) has been or is independently developed or obtained by the receiving
party.
5
8. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Fund's
____________________________
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
___________
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by PFPC in connection with the services
provided by PFPC toTIA. Notwithstanding the foregoing, the parties acknowledge
the Fund shall retain all ownership rights in Fund data which resides on the
PFPC System.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
_________________
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense toTIA, take reasonable steps to minimize service
interruptions. PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willfulmisconduct, bad faith,
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. COMPENSATION.
____________
(a) As compensation for services rendered by PFPC during the term of
this Agreement, TIA will pay to PFPC a fee or fees as may be agreed
to from time to time in writing by TIA and PFPC. In addition, TIA
agrees to pay, and will be billed separately in arrears for,
reasonable expenses incurred by PFPC in the performance of its
duties hereunder.
6
(b) PFPC shall establish certain cash management accounts ("Service
Accounts") required to provide services under this Agreement. TIA
acknowledges (i) PFPC 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 PFPC; (ii) 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"); (iii) PFPC
shall retain any excess Balance Credits for its own use; and
(iv) Balance Credits will be calculated and applied toward TIA's
Banking Service Fees regardless of the Service Account balance sweep
described in Sub-Section (i).
(c) The undersigned hereby represents and warrants to PFPC that (i) the
terms of this Agreement, (ii) the fees and expenses associated with
this Agreement, and (iii) any benefits accruing to PFPC, to the
adviser or sponsor to the Fund or to TIA 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 to be made by PFPC to such adviser or sponsor or
any affiliate of the Fund or to TIA 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.
7
12. INDEMNIFICATION. TIA agrees to indemnify, defend and hold harmless PFPC and
_______________
its affiliates, including their respective officers, directors, agents and
employees, from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, reasonable attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) arising directly or indirectly from
any action or omission to act which PFPC takes in connection with the provision
of services to TIA or the Fund. Neither PFPC, nor any of its affiliates, shall
be indemnified against any liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' own willful misconduct, bad
faith, negligence or reckless disregard in the performance of PFPC's activities
under this Agreement, provided that in the absence of a finding to the contrary
the acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of Shares shall be presumed not to have been the result of PFPC's or
its affiliates own willful misconduct, bad faith, negligence or reckless
disregard of such duties and obligations under this Agreement. The provisions
of this Section 12 shall survive termination of this Agreement.
13. RESPONSIBILITY OF PFPC.
______________________
(a) PFPC shall be under no duty to take any action hereunder on behalf of TIA
except as specifically set forth herein or as may be specifically agreed to
by PFPC and TIA in a written amendment hereto. PFPC shall be obligated to
exercise care and diligence in the performance of its duties hereunder and
to act in good faith in performing services provided for under this
Agreement. PFPC shall be liable only for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the extent such
damages arise out of PFPC's willful misconduct, bad faith, negligence or
reckless disregard of such duties.
8
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall
not be liable for losses, delays, failure, errors, interruption or loss of
data occurring directly or indirectly by reason of circumstances beyond its
reasonable control, including without limitation acts of God; action or
inaction of civil or military authority; public enemy; war; terrorism;
riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion;
interruption, loss or malfunction of utilities, transportation, computer or
communications capabilities; insurrection; elements of nature; or
non-performance by a third party; and (ii) PFPC shall not be under any duty
or obligation to inquire into and shall not be liable for the validity or
invalidity, authority or lack thereof, or truthfulness or accuracy or lack
thereof, of any Oral Instruction or Written Instruction, notice, or other
instrument which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither party
to this Agreement nor its affiliates shall be liable for any consequential,
special or indirect losses or damages, whether or not the likelihood of
such losses or damages was known by such party or its affiliates.
(d) No party may assert a cause of action against PFPC or any of its affiliates
that allegedly occurred more than 12 months immediately prior to the filing
of the suit (or, if applicable, commencement of arbitration proceedings)
alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which the other party
may become responsible.
(f) The provisions of this Section 13 shall survive termination of this
Agreement.
14. DESCRIPTION OF SERVICES.
_______________________
(a) Services Provided on an Ongoing Basis, If Applicable. PFPC shall provide
____________________________________________________
the following services on an ongoing basis, if applicable:
(i) Maintain shareholder registrations;
9
(ii) Review new applications and correspond with shareholders to complete
or correct information;
(iii) Direct payment processing of checks or wires;
(iv) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(v) Provide periodic shareholder lists and statistics to the Fund;
(vi) Notify on a timely basis the investment adviser, accounting agent,
and custodian of fund activity;
(vii) Perform other participating broker-dealer shareholder services as
may be agreed upon from time to time;
(viii) Accept and post daily Share purchases and redemptions; and
(ix) Accept, post and perform shareholder transfers and exchanges.
(b) Purchase of Shares. PFPC shall issue and credit an account of an investor,
__________________
in the manner described in the Fund's prospectus, once it receives:
(i) A purchase order in completed proper form;
(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.
(c) Redemption of Shares. PFPC shall process requests to redeem Shares as
____________________
follows:
(i) All requests to transfer or redeem Shares and payment therefore
shall be made in accordance with the Fund's prospectus, when the
shareholder tenders Shares in proper form, accompanied by such
documents as PFPC reasonably may deem necessary.
(ii) PFPC reserves the right to refuse to transfer or redeem Shares until
it is satisfied
10
that the endorsement on the instructions is valid and genuine and
that the requested transfer or redemption is legally authorized, and
it shall incur no liability for the refusal, in good faith, to
process transfers or redemptions which PFPC, 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
redemption.
(iii) When Shares are redeemed, PFPC shall deliver to the Fund's custodian
(the "Custodian") and the Fund or its designee a notification
setting forth the number of Shares redeemed. Such redeemed Shares
shall be reflected on appropriate accounts maintained by PFPC
reflecting outstanding Shares of the Fund and Shares attributed to
individual accounts.
(iv) PFPC shall, upon receipt of the monies provided to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
established from time to time between PFPC, the Fund and TIA.
(v) When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and made
payable to the broker-dealer on behalf of its customer, unless
otherwise instructed in writing by the broker-dealer.
(vi) PFPC shall not process or effect any redemption requests with
respect to Shares of the Fund after receipt by PFPC or its agent of
notification of the suspension of the determination of the net asset
value of the Fund.
(d) Dividends and Distributions. Upon receipt of a resolution of the Fund's
___________________________
Board of Directors authorizing the declaration and payment of dividends and
distributions, PFPC
11
shall issue dividends and distributions declared by the Fund in Shares, or,
upon shareholder election, pay such dividends and distributions in cash, if
provided for in the Fund's prospectus. 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 laws or other laws, rules or regulations. PFPC
shall prepare, maintain and file with the IRS and other appropriate taxing
authorities reports relating to all dividends above a stipulated amount
paid by the Fund to its shareholders as required by tax or other law, rule
or regulation.
(e) Shareholder Account Services.
____________________________
(i) PFPC may arrange, in accordance with the prospectus, for issuance of
Shares obtained through direct purchases, broker wire orders and
checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus, for a
shareholder exchanges of Shares for shares of another fund with
which the Fund has exchange privileges.
(f) Communications to Shareholders. Upon timely Written Instructions, PFPC
______________________________
shall mail all communications by the Fund to its shareholders, including:
(i) Reports to shareholders; and
(ii) Monthly or quarterly statements.
(g) Records. PFPC shall maintain records of the accounts for each shareholder
_______
showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held;
(iii) Historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price
for all transactions on a shareholder's account;
12
(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 PFPC to perform any
calculations required by this Agreement.
(h) Shareholder Inspection of Stock Records. Upon a request from any Fund
_______________________________________
shareholder to inspect stock records, PFPC will notify the Fund and the
Fund will issue instructions granting or denying each such request. Unless
PFPC has acted contrary to the Fund's instructions, TIA agrees to and does
hereby release PFPC from any liability for refusal of permission for a
particular shareholder to inspect the Fund's stock records.
(i) Lost Shareholders. PFPC shall perform such services as are required in
_________________
order to comply with rule 17Ad-17 of the 1934 Act (the "Lost Shareholder
Rule"), including, but not limited to, those set forth below. PFPC may, in
its sole discretion, use the services of a third party to perform some of
or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply with the
Lost Shareholder Rules; and
(iv) preparation and submission of data required under the Lost
Shareholder Rules.
Except as set forth above, PFPC shall have no responsibility for any
escheatment services.
(j) Print Mail. TIA hereby engages PFPC as the Fund'sexclusive print/mail
__________
service provider with respect to those items and for such fees as may be
agreed to from time to time in writing by TIA and PFPC.
13
15. PRIVACY. Each party hereto acknowledges and agrees that, subject to the
_______
reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11, it
shall not disclose the non-public personal information of investors in the Fund
obtained under this Agreement, except as necessary to carry out the services
set forth in this Agreement or as otherwise permitted by law or regulation.
16. ANTI-MONEY LAUNDERING. To the extent the other provisions of this Agreement
_____________________
require PFPC to establish, maintain and monitor accounts of investors in the
Fund consistent with securities laws, PFPC shall perform reasonable actions
necessary to help the Fund be in compliance with Section 352 of the USA PATRIOT
Act, as follows: In this regard, PFPC shall: (a) establish and implement
written internal policies, procedures and controls reasonably designed to help
prevent the Fund from being used to launder money or finance terrorist
activities; (b) provide for independent testing, by an employee who is not
responsible for the operation of PFPC's AML program or by an outside party, for
compliance with PFPC's established policies and procedures; (c) designate a
person or persons responsible for implementing and monitoring the operation and
internal controls of PFPC's AML program; and (d) provide ongoing training of
PFPC personnel relating to the prevention of money-laundering activities. Upon
the reasonable request of the Fund or TIA, PFPC shall provide to the Fund or
TIA: (x) a copy of PFPC's written AML policies and procedures (it being
understood such information is to be considered confidential and treated as
such and afforded all protections provided to confidential information under
this Agreement); (y) at the option of PFPC, a copy of a written assessment or
report prepared by the party performing the independent testing for compliance,
or a summary thereof, or a certification that the findings of the independent
party are satisfactory; and (z) a summary of the AML training provided for
appropriate personnel. PFPC agrees to permit inspections relating
14
to its AML program by U.S. Federal departments or regulatory agencies with
appropriate jurisdiction and to make available to examiners from such
departments or regulatory agencies such information and records relating to its
AML program as such examiners shall reasonably request. Without limiting or
expanding the foregoing, the parties agree the provisions herein do not apply
to Section 326 of the USA PATRIOT Act (or other sections other than
Section 352) or regulations promulgated thereunder.
18. CUSTOMER IDENTIFICATION PROGRAM ("CIP") SERVICES.
________________________________________________
(a) To help the Fund comply with its Customer Identification Program (which the
Fund is required to have under regulations issued under Section 326 of the
USA PATRIOT Act) PFPC will do the following:
(i) Implement procedures under which new accounts in the Fund are not
established unless PFPC 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).
(ii) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or after each
corresponding new account is opened. Methods may consist of
non-documentary methods (for which PFPC may use unaffiliated
information vendors to assist with such verifications) and
documentary methods (as permitted by 31 CFR 103.131), and may
include procedures under which PFPC personnel perform enhanced due
diligence to verify the identities of Customers the identities of
whom were not successfully verified through the first-level (which
will typically be reliance on results obtained from an information
vendor) verification process(es).
(iii) Record the Data Elements and maintain records relating to
verification of new Customers consistent with 31 CFR 103.131(b)(3).
(iv) Regularly report to the Fund and TIA about measures taken under
(a)-(c) above.
(v) If PFPC provides services by which prospective Customers may
subscribe for shares in the Fund via the Internet or telephone, work
with the Fund and TIA to notify prospective Customers, consistent
with 31 CFR 103.(b)(5), about the Fund's CIP.
15
(vi) Set forth on a separate fee schedule compensation amounts due for
these CIP Services.
(b) Notwithstanding anything to the contrary, and without expanding the scope
of the express language above, PFPC need not collect the Data Elements for
(or verify) prospective customer (or accounts) beyond the requirements of
relevant regulation (for example, PFPC will not verify customers opening
accounts through NSCC) and PFPC need not perform any task that need not be
performed for the Fund to be in compliance with relevant regulation.
(c) Notwithstanding anything to the contrary, PFPC need not perform any of the
steps described above with respect to persons purchasing Shares via
exchange privileges.
19. DURATION AND TERMINATION.
________________________
(a) This Agreement shall be effective on the date first written above and
unless terminated pursuant to its terms shall continue for a period of one
(1) year (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall automatically
renew for successive terms of one (1) year ("Renewal Terms") each, unless
TIA or PFPC provides written notice to the other of its intent not to
renew. Such notice must be received not less than ninety (90) days prior to
the expiration of the Initial Term or the then current Renewal Term.
(c) In the event of termination, all reasonable costs and expenses associated
with movement of records and materials and conversion thereof to a
successor transfer agent will be borne by TIA and paid to PFPC prior to any
such conversion. PFPC and TIA each will use their reasonable best efforts
in cooperating with the other party, and any other person
16
succeeding to the obligations of either party hereunder, to facilitate any
transitional activities necessitated thereby.
(d) If a party hereto is guilty of a material failure to perform its duties and
obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting
Party, and if such material breach shall not have been remedied within
thirty (30) days after such written notice is given, then the
Non-Defaulting Party may terminate this Agreement by giving thirty
(30) days written notice of such termination to the Defaulting Party. In
all cases, termination by the Non-Defaulting Party shall not constitute a
waiver by the Non-Defaulting Party of any other rights it might have under
this Agreement or otherwise against the Defaulting Party.
(e) Notwithstanding anything contained in this Agreement to the contrary,
should a merger, acquisition, change in control, re-structuring,
re-organization or any other decision involving the Fund or any affiliate
(as defined under the 0000 Xxx) of the Fund result in TIA's desire to cease
to use PFPC as the provider of any of the services set forth hereunder in
favor of another service provider prior to the expiration of the then
current Initial or Renewal Term, PFPC shall make a good faith effort to
facilitate a conversion of services to TIA's successor service provider,
however, there can be no guarantee that PFPC will be able to facilitate
such a conversion of services on the conversion date requested by. In
connection with the foregoing and prior to such conversion to the successor
service provider, the payment of all fees to PFPC as set forth herein shall
be accelerated to a date prior to the conversion or termination of services
and calculated as if the services had remained with PFPC until the
expiration of the then current Initial or Renewal Term and calculated at
the asset and/or Shareholder account levels, as the case may be, on the
date notice of termination was given to PFPC.
17
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
_______
Parkway, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as PFPC may inform the Fund in writing); (b) if toTIA, at [501 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxx] or (c) if to
neither of the foregoing, at such other address as shall have been given by
like notice to the sender of any such notice or other communication by the
other party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given three
days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
21. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived
__________
only by a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
22. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties
______________________
hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The
PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days'
prior written notice of such assignment or delegation.
23. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
____________
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
24. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
_______________
such further documents as are necessary to effectuate the purposes hereof.
18
25. MISCELLANEOUS.
_____________
(a) Entire Agreement. This Agreement embodies the entire agreement and
________________
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the
parties may embody in one or more separate documents their agreement, if
any, with respect to delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding anything in
_____________________________________________
this Agreement to the contrary, TIA agrees that the Fund will not to make
any modifications to its registration statement or adopt any policies which
would affect materially the obligations or responsibilities of PFPC
hereunder without the prior written approval of PFPC, which approval shall
not be unreasonably withheld or delayed.
(c) Captions. The captions in 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.
(d) Information. TIA will provide such information and documentation as PFPC
___________
may reasonably request in connection with services provided by PFPC to the
Fund.
(e) Governing Law. This Agreement shall be deemed to be a contract made in
_____________
Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(f) Partial Invalidity. If any provision of this Agreement shall be held or
__________________
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
(g) Successors and Assigns. This Agreement shall be binding upon and shall
______________________
inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(h) No Representations or Warranties. Except as expressly provided in this
________________________________
Agreement, PFPC hereby disclaims all representations and warranties,
express or implied, made to the Fund,
19
TIA or any other person, including, without limitation, any warranties
regarding quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing, custom or
usage of trade), of any services or any goods provided incidental to
services provided under this Agreement. PFPC disclaims any warranty of
title or non-infringement except as otherwise set forth in this Agreement.
(i) Facsimile Signatures. The facsimile signature of any party to this
____________________
Agreement shall constitute the valid and binding execution hereof by such
party.
(j) Customer Identification Program Notice. 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 PFPC's
affiliates are financial institutions, and PFPC 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, and, if such party is a natural person, that party's date of birth.
PFPC may also ask (and may have already asked) for additional identifying
information, and PFPC may take steps (and may have already taken steps) to
verify the authenticity and accuracy of these data elements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Travelers Investment Adviser Inc.,
for itself and the Fund PFPC Inc.
By:
----------------------------- By: -----------------------------
Name:
----------------------------- Name: -----------------------------
Title:
----------------------------- Title: -----------------------------
21
EXHIBIT A
___________
FUND/PORTFOLIOS
Fund
____
The Travelers Series Trust
Portfolios
__________
AIM Capital Appreciation Portfolio
MFS Total Return Portfolio
Pioneer Strategic Income Portfolio
Salomon Brothers Strategic Total Return Bond Portfolio
Strategic Equity Portfolio
Xxx Xxxxxx Enterprise Portfolio
22
