Exhibit h(2)
FORM OF 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.
Article 3 Duties of Transfer Agent
3.1 Transfer Agent shall be responsible for:
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(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
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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
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classes of shares, the calculation of any contingent deferred sales charges and
the calculation of front-end sales charges.
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.
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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
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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) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation 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
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(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.
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) All actions 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
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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
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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.
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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,
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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)
Article 20 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.
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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.
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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 Marke 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-
