<PAGE>
Exhibit h(8)
TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of October 1, 1999 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 388 Greenwich Street, New York, New York 10413 and SMITH BARNEY
PRIVATE TRUST COMPANY ("Private Trust"), a New York corporation with principal
offices at 388 Greenwich Street, New York, New York 10013.
WITNESSETH
WHEREAS, each Fund desires to appoint Private Trust as its transfer agent,
dividend disbursing agent and shareholder servicing agent and Private Trust
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, each Fund and Private Trust 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 Private Trust 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) "Commission" shall mean the Securities and Exchange Commission.
(f) "Custodian" refers to any custodian or subcustodian of
securities and other property which a Fund 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.
(g) "1934 Act" shall mean the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, all as amended from time
to time.
(h) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(i) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by Private Trust from a person reasonably
believed by Private Trust to be an Authorized Person;
(j) "Prospectus" shall mean the most recently dated Fund 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.
(k) "Shares" refers collectively to such shares of capital stock or
beneficial interest, as the case may be, or class thereof, of a Fund as
may be issued from time to time.
(l) "Shareholder" shall mean a holder of Shares of a Fund.
(m) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by Private Trust to be an Authorized
Person and actually received by Private Trust. Written Instructions shall
include manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed original or
other process.
Article 2 Appointment of Private Trust
2.1 The Fund hereby appoints and constitutes Private Trust as transfer
agent, registrar and dividend disbursing agent for Shares of the Funds and as
shareholder servicing agent for the Funds. Private Trust accepts such
appointment and agrees to perform the duties hereinafter set forth.
Article 3 Duties of Private Trust
3.1 Private Trust shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer 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 Private Trust 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 Funds and Private Trust.
(b) Recording the issuance of Shares and maintaining pursuant to
Rule 17Ad-10(e) of 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. Private Trust shall provide each Fund on
a regular basis with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, Private Trust shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or
sale of any Shares or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor; (iii) the legality of the
declaration of any dividend by a Fund's Board of Directors, or the
legality of the issuance of any Shares in payment of any dividend; or,
(iv) the legality of any recapitalization or readjustment of the Shares.
3.2 In addition, each Fund shall (i) identify to Private Trust 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 Private Trust
for the Fund's blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky compliance by the
Funds and the reporting of such transactions to the Funds as provided above.
3.3 In addition to the duties set forth in Schedule B, Private Trust 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 the 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.
Article 4 Delegation of Responsibilities
4.1 With respect to any Fund, Private Trust may delegate some or all of
its duties under this Agreement to other parties that after reasonable inquiry
Private Trust deems to be competent to assume such duties. In the event of any
such delegation, Private Trust 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 Private Trust;
and
(b) represent and warrant that it is duly registered as required
under all federal and state securities laws.
Article 5 Recordkeeping and Other Information
5.1 Private Trust 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. Where applicable, such records shall be
maintained by Private Trust for the period and in the places required by Rule
31a-2 under the 1940 Act.
5.2 To the extent required by Section 31 of the 1940 Act, Private Trust
agrees that all such records prepared or maintained by Private Trust relating to
the services to be performed by Private Trust hereunder, are the property of the
Funds and will be preserved, maintained and made available in accordance with,
such, section, and will be surrendered promptly to the Funds on and in
accordance with the Funds' request.
5.3 In case of any requests. or demands for the inspection of Shareholder
records of a Fund, Private Trust will endeavor to notify the Fund of such
request and secure Written Instructions as to the handling of such request.
Private Trust 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 Private Trust will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and 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. Private Trust 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 Private
Trust.
6.2 At any time, Private Trust 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 Private Trust. Written Instructions
requested by Private Trust will be provided by a Fund within a reasonable period
of time.
6.3 Private Trust, 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, and that the Fund's failure to
so confirm shall not impair in any respect Private Trust's right to rely on Oral
Instructions.
Article 7 Compensation
7.1 The Funds will compensate or cause Private Trust 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. Private Trust will transmit an invoice to the 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 Private Trust the amount of
such invoice within thirty (30) days after the Fund's receipt of the invoice.
7.2 In addition, the Funds agree to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by Private Trust 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 Private Trust 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.
Article 8 Representations and Warranties
8.1 Each Fund represents and warrants to Private Trust 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, 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 all appropriate state securities law filings
have been made and will continue to be made, with respect to all Shares of
the Fund being offered for sale; and
(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the
terms of the Fund's Articles of Incorporation and its Prospectus, such
Shares shall be validly issued, fully paid and non-assessable.
8.2 Private Trust represents and warrants to each Fund that:
(a) it is duly organized, existing and in good standing under the
laws of the state of New York;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-laws to enter into and perform this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, Bylaws and applicable laws have been taken to authorize it
to enter into this Agreement; and
(d) it is duly registered with its appropriate regulatory agency as
a transfer agent and such registration will remain in effect for the
duration of this Agreement; and
(e) 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 Each party hereto (the "Indemnifying Party") will indemnify the other
party (the "Indemnified Party") against and hold it harmless from any and all
losses, claims, damages, liabilities or expenses of any sort or kind (including
seasonable counsel fees and expenses) resulting from any claim, demand, action
or suit or other proceeding (a "Claim") unless such Claim has resulted from a
negligent failure to act or omission to act or bad faith of the Indemnified
Party in the performance of its duties hereunder. In addition, each Fund will
indemnify Private Trust against and hold it harmless from any Claim, damages,
liabilities or expenses (including reasonable counsel fees) that is a result of
(i) any action taken in accordance with Written or Oral Instructions, or any
other instructions, or share certificates reasonably believed by Private Trust
to be genuine and to be signed, countersigned or executed, or orally
communicated by an Authorized Person; (ii) any action taken in accordance with
written or oral advice reasonably believed by Private Trust to have been given
by counsel for the Fund or its own counsel; (iii) any action taken as a result
of any error or omission in any record (including but not limited to magnetic
tapes, computer printouts, hard copies and microfilm copies) delivered, or
caused to be delivered by the Fund to Private Trust in connection with this
Agreement; or (iv) the offer or sale of Shares in violation of any requirement
under the securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or other
determination or ruling by any state with respect to the offer or sale of such
shares in such state.
9.2 In any case in which the Indemnifying Party may be asked to indemnify
or hold the Indemnified Party harmless, the Indemnifying Party shall be 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 against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party. The Indemnifying Party
shall have the option to defend the Indemnified Party 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 shall survive
the termination of this Agreement.
9.3 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.
Article 10 Standard of Care
10.1 Private Trust shall provide its services as transfer agent in
accordance with the applicable provisions of Section 17A of the 1934 Act.
Private Trust shall at all times act in good faith and agrees to use its best
efforts within commercially reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility for loss
or damage to the Funds unless said errors are caused by Private Trust's own
negligence, bad faith, willful misconduct or that of its employees or knowing
violations of applicable law pertaining to the manner in which transfer agency
services are to be performed by Private Trust.
Article 11 Consequential Damages
NOTWITSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL ANY PARTY UNDER THIS AGREEMENT, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER
PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT
OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER
ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first written above and
shall continue until October 1, 2000, and thereafter shall automatically
continue for successive annual periods 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.
12.2 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, Private Trust 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 Private Trust, and Private Trust
will cooperate with the Fund and any successor transfer agent or agents in the
substitution process.
Article 13 Confidentiality
13.1 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.
Article 14 Force Majeure
14.1 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,
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.
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 15 Assignment and Subcontracting
15.1 This Agreement may not be assigned or otherwise transferred by
Private Trust, without the prior written consent of the Funds, which consent
shall not be unreasonably withheld; provided, however, that Private Trust may,
in its sole discretion, assign all its right, title and interest in this
Agreement to an affiliate, parent or subsidiary of Private Trust who is
qualified to act under the 1940 Act. The Funds agree that Private Trust may, in
its sole discretion, engage subcontractors to perform any of the obligations in
this Agreement to be performed by Private Trust.
Article 16 Notices
16.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to a Fund or Private Trust, 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:
Smith Barney Mutual Funds
388 Greenwich Street, 22nd Floor
New York, NY 10013
Attention: Heath B. McLendon
To Private Trust:
Smith Barney Private Trust Company
388 Greenwich Street, 22nd Floor
New York, NY 10013
Attention: George Betzios
Article 17 Governing Law/Venue
17.1 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.
Article 18 Counterparts
18.1 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 19 Captions
19.1 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 20 Publicity
20.1 Neither a Fund nor Private Trust 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 21 Relationship of Parties
21.1 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 22 Entire Agreement; Severability
22.1 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.
22.2 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.
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:
-----------------------------------
Heath B. McLendon
Chairman of the Boards of Directors
SMITH BARNEY PRIVATE TRUST COMPANY
By:
-------------------------------------
George Betzios
Director - Transfer Agency Operations
<PAGE>
SCHEDULE A
SALOMON SMITH BARNEY FUNDS
CONCERT INVESTMENT SERIES
Emerging Growth Fund
Government Fund
Growth Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
CONSULTING GROUP CAPITAL MARKETS FUNDS
Balanced Investment
Emerging Market
Equity Investment Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
GREENWICH STREET SERIES FUND (VARIABLE ANNUITY)
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Bond Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY APPRECIATION FUND INC
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Balanced Portfolio
Conservative Portfolio
Growth Portfolio High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio (variable annuity)
Select Conservative Portfolio (variable annuity)
Select Growth Portfolio (variable annuity)
Select High Growth Portfolio (variable annuity)
Select Income Portfolio (variable annuity)
SMITH BARNEY EQUITY FUNDS
Concert Social Awareness Fund
Smith Barney Large Cap Blend Fund
SMITH BARNEY FUNDAMENTAL VALUE FUND INC
SMITH BARNEY FUNDS, INC
Large Cap Value Fund
Short-Term High Grade Bond Fund
US Government Securities Fund
SMITH BARNEY INCOME FUNDS
Smith Barney Balanced Fund
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney High Income Fund
Smith Barney Municipal High Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Total Return Bond Fund
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC
Cash Portfolio
Government Portfolio
Municipal Portfolio
SMITH BARNEY INVESTMENT FUNDS INC.
Concert Peachtree Growth Fund
Smith Barney Contrarian Fund
Smith Barney Government Securities Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund
SMITH BARNEY INVESTMENT TRUST
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Large Capitalization Growth Fund
Smith Barney S&P Index Fund
Smith Barney Mid Cap Blend Fund
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND INC.
SMITH BARNEY MONEY FUNDS, INC.
Cash Portfolio
Government Portfolio
Retirement Portfolio
SMITH BARNEY MUNI FUNDS
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
SMITH BARNEY MUNICIPAL MONEY MARKET FUND, INC.
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PRINCIPAL RETURN FUND
Zeros Plus Emerging Growth Series 2000
Smith Barney Security and Growth Fund 2005
SMITH BARNEY SMALL CAP BLEND FUND, INC
SMITH BARNEY TELECOMMUNICATIONS TRUST
Smith Barney Telecommunications Income Fund
SMITH BARNEY VARIABLE ACCOUNT FUNDS (VARIABLE ANNUITY)
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
SMITH BARNEY WORLD FUNDS, INC.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
TRAVELERS SERIES FUND (VARIABLE ANNUITY)
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
WS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio
FEDERATED HIGH YIELD PORTFOLIO (VARIABLE ANNUITY)
FEDERATED STOCK PORTFOLIO (VARIABLE ANNUITY)
LAZARD INTERNATIONAL EQUITY PORTFOLIO (VARIABLE ANNUITY)
MFS EMERGING GROWTH PORTFOLIO (VARIABLE ANNUITY)
TRAVELERS SERIES TRUST (VARIABLE ANNUITY)
Travelers 0 Coupon Bond FD 1998
Travelers 0 Coupon Bond FD 2000
Travelers 0 Coupon Bond FD 2005
Social Awareness Stock Portfolio
US Government Securities Portfolio
Utilities Portfolio
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Strategic Stock Portfolio
MFS Research Portfolio
MFS Mid Cap Growth Portfolio
NWQ Large Cap Portfolio
Juriak & Voyles Core Equity Portfolio
TRAVELERS FUNDS (VARIABLE ANNUITY)
Capital Appreciation Fund
Money Market Portfolio
High Yield Bond Trust
Mid Cap Disciplined Equity Fund
Managed Assets Trust
TRAVELERS QUALITY BOND PORTFOLIO (VARIABLE ANNUITY)
THE FUND FOR STABLE VALUE INVESTMENTS
<PAGE>
SCHEDULE B
DUTIES OF PRIVATE TRUST
1. Shareholder Information. Private Trust 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: Private Trust 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 Private Trust and a Fund. Private Trust shall
provide the Fund with reports concerning shareholder inquires and the responses
thereto by Private Trust, in such form and at such times as are agreed to by the
Fund and Private Trust.
3. Share Certificates.
(a) At the expense of each Fund, Private Trust or its agent shall be
supplied with an adequate supply of blank share certificates to meet Private
Trust 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, Private Trust or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by Written
Instructions.
(b) With respect to each Fund, Private Trust or its agent shall issue
replacement Share certificates in lieu of certificates which have been lost,
stolen or destroyed, upon receipt by Private Trust or its agent of properly
executed affidavits and lost certificate bonds, in form satisfactory to Private
Trust or its agent, with the Fund and Private Trust or its agent as obligees
under the bond.
(c) With respect to each Fund, Private Trust 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,
Private Trust or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
Private Trust or its agent shall further maintain a stop transfer record on lost
and/or replaced certificates.
4. Mailing Communications to Shareholders: Proxy Materials. Private Trust
or its agent will address and mail to Shareholders of the Funds, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Fund's meetings of Shareholders. In connection with meetings of Shareholders,
Private Trust or its agent will prepare Shareholder lists, mail and certify as
to the mailing of proxy materials, 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. Private Trust 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 Private Trust 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, Private Trust or its agent
will: (i) give prompt notice of such return to the 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 Private Trust may from time to time
deem appropriate.
6. Transfer and Repurchase
(a) Private Trust or its agent shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set forth
in each Fund's Prospectus.
(b) Private Trust 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 Private Trust or its agent reasonably may deem
necessary.
(c) Private Trust 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. Private Trust 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 Private
Trust or its agent, in its good judgement, 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, Private Trust 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 Private Trust or its agent reflecting
outstanding Shares of each Fund and Shares attributed to individual accounts.
(e) Private Trust or is 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 Private Trust or its agent from the Fund.
(f) Private Trust or its agent shall not process or effect any repurchase
with respect to Shares of a Fund after receipt by Private Trust or its agent of
notification of the suspension of the determination of the net asset value of
the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
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 Private Trust 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 Private Trust 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.
(b) On or before the payment date specified in such resolution of the
Board of Directors, a Fund will provide Private Trust with sufficient cash to
make payment to the Shareholders of record as of such payment date.
(c) If Private Trust 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, Private Trust 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 Private Trust or its agent.
8. Cash Management Services. Funds received by Private Trust 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 Private Trust (or its
nominee) as agent for the Funds. Private Trust shall be entitled to retain any
interest, dividends, balance credits or fee reductions or other concessions or
benefits earned or generated by or associated with such accounts or made
available by the institution with which such accounts are maintained.
9. Lost Shareholders. Private Trust 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.
Private Trust 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. Miscellaneous.
In addition to and neither in lieu nor in contravention of the services
set forth above, Private Trust 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
Private Trust'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 Private Trust'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 the Funds daily Blue Sky reports generated by Private
Trust; (iv) provide to the Funds escheatment reports as reasonably requested by
the Funds with respect to the status of the Funds' accounts and outstanding
checks; and (v) maintain a current, duplicate set of the Funds' essential
records at a secure separate location in a form available and usable forthwith
in the event of any breakdown or disaster disruption of Private Trust's main
operation. The detailed definition, frequency, limitations and associated costs
(if any) set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, tabulating proxies, mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident alien accounts
where applicable, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders.
11. Print/Mail Services. Private Trust shall perform print/mail services
on behalf of the Funds with respect to the following items:
(a) Daily, Monthly Quarterly and Annual Output
Confirmations
-Brokerage SB money market fund SWEEP transactions
-Direct Accounts (non-brokerage) all transactions
-New account and Change of Allocation
Welcome letters
Checks:
-Dividend
-ACW
-Commission
-Daily Redemption
Statements:
-All Non Brokerage Accounts
-Shareholder Statements
-Dealer Statements
-Dealer Statements (non-Transfer Agent)
-Commission Statements
Y/E Tax Forms
-Non-brokerage Accounts
-Non-networked Accounts
(b) Special Mailings (includes 6700, proxy except NSCC NT3)
o Report Mailings (quarterly, annual and semi-annual)
o Prospectus Fulfillment & Mailings
o Shareholder/Information Letters
<PAGE>
SCHEDULE C
FEE SCHEDULE
1. Standard Fees
(a) Fees: See attached Exhibit I of Schedule C
(c) An annual fee cap will apply to the following funds based on the fee
schedule currently in place:
Money Market Funds $13.00 Per Account
All Other Funds - Class A Shares $13.00 Per Account
All Other Funds - Class B & L Shares $14.50 Per Account
2. Print Mail Fees.
(a) Standard Print Mail Services:
DAILY WORK (CONFIRMS):
HAND: $55/K with $75.00 minimum (includes 1 insert, other
than prospectuses)
$0.07/each additional insert
MACHINE: $32/K with $50.00 minimum (includes 1 insert, other
than prospectuses)
DAILY CHECKS:
HAND: $55/K with $75.00 minimum daily (includes 1 insert)
$0.06/each additional insert
MACHINE: $32/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $2.50 charge for each 3606 Form sent.
STATEMENTS:
HAND: $60/K with $50.00 minimum (includes 1 insert)
$0.06/each additional insert
$125/K for intelligent inserting
MACHINE: $40/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$45/K for intelligent inserting
PERIODIC CHECKS:
HAND: $60/K with $75.00 minimum (includes 1 insert)
$0.06/each additional insert
MACHINE: $40/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
LISTBILLS: $60/K with $50.00 minimum
PRINTING CHARGES:
$0.06/per confirm/statement/page
$0.08/per check
FOLDING ASSOCIATED WITH PRE-PRINTED OR CREATED COLLATERAL:
Folding (Machine): $14/K
Folding (Hand): $.09 each
PRESORT CHARGE: $0.277 postage rate
$0.035 per piece
Fast Forward $0.20 / hit
COURIER CHARGE: $15.00 for each on call courier trip/or actual
cost for on demand
OVERNIGHT CHARGE: $2.50 per package service charge plus Federal
Express/Airborne charge
INVENTORY STORAGE: $15.00 for each inventory location as of the
15th of the month
INVENTORY RECEIPT: $20.00 for each SKU /Shipment
HOURLY WORK; SPECIAL PROJECTS, OPENING ENVELOPES, ETC ...: $24.00 per hour
SPECIAL PULLS: $2.50 per account pull
BOXES/ENVELOPES: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
Cutting Charges: $10.00/K
(b) Special Mailings.
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance of
deadlines.
TAPE WORK:
$125.00 to create an admark tape
$8.00/K to zip + 4 data enhance with $125.00 minimum
$75.00/hr for any data manipulation
$6.00/K combo charge
<PAGE>
ADMARK & MACHINE INSERT
#10, #11, 6x9: $56/K to admark envelope and machine insert 1
piece, with $125.00 min
$2.50/K for each additional insert
$34/K to admark only with $75.00 minimum
$25.00/K hand sort
9x12: $125/K to admark envelope and machine insert 1
piece, with $125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
ADMARK & HAND INSERT
#10, #11, 6x9: $0.08 for each hand insert
$25.00/K hand sort
9x12: $0.09 for each hand insert
$25.00/K hand sort
PRESSURE/SENSITIVE LABELS:
$0.26 each to create, affix and hand insert 1 piece, with a $75.00
minimum
$0.06 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
LEGAL DROP: $150.00 / compliant legal drop per job and
processing fees
CREATE MAILING LIST: $0.40 per entry with $75.00 minimum
PRESORT FEE: $0.027 per piece
3. Miscellaneous Service Charges.
(a) NSCC/Networking
$.15 per transaction
$.10 per same day trade
NSCC Asset Allocation:
Set-up of $25,000 plus:
$.25 per trade
(b) Regulatory
Fiduciary Processing Fees*
IRA Accounts: $10 one-time set-up fee
$10 per fund account capped at $15
per annum
403(b)(7), Keough, 401(k) accounts:
$10 one-time set-up fee
$15 per account, per annum
Average Cost: $.15 per eligible account per month
*current pricing for existing Funds
(c) ACH/COPS Processing: OOP's
(d) Remote Third Party Access: CompuServe OOP's
Fixed Line OOP's
<PAGE>
SCHEDULE D
OUT-OF-POCKET EXPENSES
1. Out-of Pockets. Each Fund shall reimburse Private Trust 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 - direct pass through to the Fund
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 arid 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 Temporary staff
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 party record keeping vendors
o Such other miscellaneous expenses reasonably incurred by Private
Trust 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 Private Trust. In addition, each Fund will promptly
reimburse Private Trust for any other unscheduled expenses incurred by Private
Trust whenever the Fund and Private Trust mutually agree that such expenses are
not otherwise properly borne by Private Trust as part of its duties and
obligations under the Agreement.
2. Other Charges.
o Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationery.
o COLD Storage
o Digital Recording
o Incoming and outgoing wire charges
<PAGE>
<TABLE>
EXHIBIT I OF SCHEDULE C
SMITH BARNEY FUNDS FEE SCHEDULE
<CAPTION>
---------------------
FUND Per Acct Fees
CONCERT Class
INVESTMENT SERIES 1 A B
---------------------
Emerging
Growth Fund 11.00 11.00 12.50
Government
Fund 11.00 11.00 12.50
Growth Fund 11.00 11.00 12.50
Growth and
Income Fund 11.00 11.00 12.50
International
Equity Fund 11.00 11.00 12.50
Municipal Fund 11.00 11.00 12.50
<CAPTION>
------------------------------------------------------------ -------------------------------------------------
401K Fees Per Acct Per Acct Fees
------------------------------------------------------------ Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
------------------------------------------------------------ -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSULTING GROUP
CAPITAL MARKETS
FUNDS
Balanced
Investment 8.50
Emerging Market
Equity Investment 8.50
Government Money
Investments 10.25
High Yield
Investments 8.50
Intermediate
Fixed Income
Investments 8.50
International
Equity
Investments 8.50
International
Fixed Income
Investments 8.50
Large
Capitalization
Growth
Investments 8.50
Long-Term Bond
Investments 8.50
Mortgage Backed
Investments 8.50
Municipal Bond
Investments 8.50
Small
Capitalization
Growth Investments 8.50
Small
Capitalization
Value Equity
Investments 8.50
GREENWICH STREET SERIES FUND (VARIABLE ANNUITY)
Appreciation
Portfolio 5,000/yr Flat Fee
Diversified
Strategic Income
Portfolio 5,000/yr Flat Fee
Emerging Growth
Portfolio 5,000/yr Flat Fee
Equity Income
Portfolio 5,000/yr Flat Fee
Equity Index
Portfolio 5,000/yr Flat Fee
Growth & Income
Portfolio 5,000/yr Flat Fee
Intermediate
High Grade Bond
Portfolio 5,000/yr Flat Fee
International
Equity Portfolio 5,000/yr Flat Fee
Money Market
Portfolio 5,000/yr Flat Fee
Total Return
Portfolio 5,000/yr Flat Fee
SMITH BARNEY
ADJUSTABLE RATE
GOVERNMENT
INCOME FUND 11.00 12.50 0.0320% 0.0400% 0.0650%
SMITH BARNEY
AGGRESSIVE GROWTH
FUND INC. 11.00 12.50 12.50 9.50 8.50 0.0970% 0.1530% 0.1030%
SMITH BARNEY
APPRECIATION
FUND INC. 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1310% 0.1300%
SMITH BARNEY
ARIZONA
MUNICIPALS
FUND INC. 9.50 0.0220% 0.0320% 0.0180%
SMITH BARNEY
CALIFORNIA
MUNICIPALS
FUND INC. 9.50 0.0170% 0.0310% 0.0290%
<CAPTION>
------------------------------------------------------------ -------------------------------------------------
401K Fees Per Acct Per Acct Fees
------------------------------------------------------------ Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
------------------------------------------------------------ -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SMITH BARNEY
CONCERT
ALLOCATION
SERIES, INC.
Balanced
Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Conservative
Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Growth Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
High Growth
Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Income Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Global Portfolio 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Select Balanced
Portfolio
(variable
annuity) 5,000/yr Flat Fee
Select
Conservative
Portfolio
(variable
annuity) 5,000/yr Flat Fee
Select Growth
Portfolio
(variable
annuity) 5,000/yr Flat Fee
Select High
Growth Portfolio
(variable
annuity) 5,000/yr Flat Fee
Select Income
Portfolio
(variable
annuity) 5,000/yr Flat Fee
SMITH BARNEY EQUITY FUNDS
Concert Social
Awareness Fund 11.00 12.50 12.50 9.50 0.1100% 0.1130% 0.1140%
Smith Barney
Large Cap
Blend Fund 11.00 12.50 12.50 12.50 9.50 0.1200% 0.1220% 0.1000% 0.1210%
SMITH BARNEY
FUNDAMENTAL
VALUE FUND INC. 11.00 12.50 12.50 9.50 0.0990% 0.1230% 0.1280%
SMITH BARNEY FUNDS, INC.
Large Cap
Value Fund 11.00 12.50 12.50 9.50 8.50 0.0660% 0.1090% 0.0930%
Short-Term High
Grade Bond Fund 11.00 9.50 0.0630%
US Government
Securities Fund 11.00 12.50 12.50 9.50 8.50 0.0390% 0.0450% 0.0550%
SMITH BARNEY INCOME FUNDS
Smith Barney
Balanced Fund 11.00 12.50 12.50 12.50 9.50 8.50 0.1200% 0.0900% 0.1000% 0.0950%
Smith Barney
Convertible Fund 11.00 12.50 12.50 12.50 9.50 0.1260% 0.0220% 0.1000% 0.1470%
Smith Barney
Diversified
Strategic
Income Fund 11.00 12.50 12.50 9.50 8.50 0.0900% 0.0620% 0.0720%
Smith Barney
Exchange Reserve
Fund 12.50 12.50 0.0700% 0.0950%
Smith Barney
High Income Fund 11.00 12.50 9.50 8.50 0.0780% 0.0720% 0.0550%
Smith Barney
Municipal
High Income
Fund 9.50 0.0390% 0.0330% 0.0%670%
Smith Barney
Premium Total
Return Fund 11.00 12.50 12.50 12.50 9.50 0.0900% 0.0830% 0.1000% 0.1040%
Smith Barney
Total Return
Bond Fund 11.00 12.50 12.50 9.50 0.0650% 0.0650% 0.0650%
SMITH BARNEY
INSTITUTIONAL
CASH MANAGEMENT
FUND, INC.
Cash Portfolio 0.0175% 0.0175%
Government
Portfolio 0.0175% 0.0175%
Municipal
Portfolio 0.0175% 0.0175%
SMITH BARNEY
INVESTMENT
FUNDS INC.
Concert
Peachtree
Growth Fund 11.00 12.50 12.50 9.50 0.1740% 0.2070% 0.0990%
Smith Barney
Contrarian Fund 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1150% 0.0990%
Smith Barney
Government
Securities Fund 11.00 12.50 12.50 9.50 0.7050% 0.0920% 0.1050%
Smith Barney
Hansberger Global
Small Cap
Value Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Smith Barney
Hansberger Global
Value Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Smith Barney
Investment Grade
Bond Fund 11.00 12.50 12.50 9.50 0.0760% 0.0720% 0.0640%
Smith Barney
Special Equities
Fund 11.00 12.50 12.50 9.50 8.50 0.1200% 0.1120% 0.1220%
SMITH BARNEY
INVESTMENT TRUST
Smith Barney
Intermediate
Maturity
California
Municipals Fund 9.50 0.0340% 0.0450%
Smith Barney
Intermediate
Maturity
New York
Municipals Fund 9.50 0.0370% 0.0600%
Smith Barney
Large
Capitalization
Growth Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Smith Barney
S&P Index Fund 11.00 12.50 12.50 8.50 0.1000%
Smith Barney
Mid Cap
Blend Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
SMITH BARNEY
MANAGED
GOVERNMENTS
FUND INC. 11.00 12.50 12.50 9.50 0.0680% 0.0850% 0.0710%
SMITH BARNEY
MANAGED
MUNICIPALS FUND 9.50 0.0205% 0.0375% 0.0370%
INC.
SMITH BARNEY
MASSACHUSETTS
MUNICIPALS
FUND INC. 9.50 0.0270% 0.0370% 0.0170%
<CAPTION>
------------------------------------------------------------ -------------------------------------------------
401K Fees Per Acct Per Acct Fees
------------------------------------------------------------ Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
------------------------------------------------------------ -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SMITH BARNEY
MONEY FUNDS, INC.
Cash Portfolio 12.50 10.25 10.25 10.25 0.1020% 0.0510%
Government
Portfolio 12.50 10.25 10.25 10.25 0.0620% 0.0420%
Retirement
Portfolio 0.1220%
SMITH BARNEY MINI
FUNDS
California Money
Market Portfolio 10.25 0.0260%
Florida Portfolio 9.50 0.0200% 0.0270% 0.0490%
Georgia Portfolio 9.50 0.0240% 0.0450% 0.0380%
Limited Term
Portfolio 9.50 0.0200% 0.0350%
National
Portfolio 9.50 0.0220% 0.0210% 0.0420%
New York Money
Market Portfolio 10.25 0.0350%
New York
Portfolio 9.50 0.0320% 0.0510% 0.0480%
Pennsylvania
Portfolio 9.50 0.0210% 0.0360% 0.0430%
SMITH BARNEY
MUNICIPAL MONEY
MARKET
FUND, INC. 10.25 0.0340%
SMITH BARNEY
NATURAL RESOURCES
FUND INC. 11.00 12.50 12.50 9.50 0.2710% 0.1950% 0.1090%
SMITH BARNEY
NEW JERSEY
MUNICIPALS
FUND INC. 9.50 0.0270% 0.0410% 0.0420%
SMITH BARNEY
OREGON MUNICIPALS
FUND 9.50 0.0320% 0.0460% 0.0360%
SMITH BARNEY
PRINCIPAL RETURN
FUND
Zeros Plus
Emerging Growth
Series 2000 0.1040%
Smith Barney
Security and
Growth Fund 2005 0.1120%
SMITH BARNEY
SMALL CAP BLEND
FUND, INC. 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
SMITH BARNEY
TELECOMMUNICATIONS
TRUST
Smith Barney
Telecommunications
Income Fund 11.00 0.0290%
GREENWICH STREET
SERIES FUND
(VARIABLE
ANNUITY)
Income and
Growth
Portfolio 5,000/yr Flat Fee
Reserve Account
Portfolio 5,000/yr Flat Fee
U.S. Government/
High Quality
Securities
Portfolio 5,000/yr Flat Fee
SMITH BARNEY
WORLD FUNDS, INC.
Emerging Markets
Portfolio 11.00 12.50 12.50 9.50 0.1168% 0.1162% 0.1183%
European
Portfolio 11.00 12.50 12.50 9.50 0.1655% 0.1635% 0.1450%
Global Government
Bond Portfolio 11.00 12.50 12.50 9.50 0.0920% 0.1215% 0.0941%
International
Balanced
Portfolio 11.00 12.50 12.50 9.50 0.0972% 0.1161% 0.1330%
International
Equity Portfolio 11.00 12.50 12.50 9.50 8.50 0.1005% 0.1367% 0.1406%
Pacific
Portfolio 11.00 12.50 12.50 9.50 0.0990% 0.1580% 0.2000%
TRAVELERS SERIES
FUND (VARIABLE
ANNUITY)
AIM Capital
Appreciation 5,000/yr Flat Fee
Portfolio
Alliance Growth
Portfolio 5,000/yr Flat Fee
GT Global
Strategic Income
Portfolio 5,000/yr Flat Fee
MFS Total Return
Portfolio 5,000/yr Flat Fee
Putnam
Diversified
Income
Portfolio 5,000/yr Flat Fee
Smith Barney
High Income
Portfolio 5,000/yr Flat Fee
Smith Barney
Large Cap Value
Portfolio 5,000/yr Flat Fee
Smith Barney
International
Equity Portfolio 5,000/yr Flat Fee
Smith Barney
Large
Capitalization
Growth Portfolio 5,000/yr Flat Fee
Smith Barney
Money Market
Portfolio 5,000/yr Flat Fee
Smith Barney
Pacific Basin
Portfolio 5,000/yr Flat Fee
TBC Managed
Income Portfolio 5,000/yr Flat Fee
Van Kampen
American Capital
Enterprise
Portfolio 5,000/yr Flat Fee
<CAPTION>
------------------------------------------------------------ -------------------------------------------------
401K Fees Per Acct Per Acct Fees
------------------------------------------------------------ Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
------------------------------------------------------------ -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FEDERATED HIGH
YIELD PORTFOLIO
(VARIABLE ANNUITY) 5,000/yr Flat Fee
FEDERATED STOCK
PORTFOLIO
(VARIABLE ANNUITY 5,000/yr Flat Fee
LAZARD
INTERNATIONAL
EQUITY
PORTFOLIO
(VARIABLE ANNUITY) 5,000/yr Flat Fee
MFS EMERGING
GROWTH PORTFOLIO
(VARIABLE ANNUITY) 5,000/yr Flat Fee
TRAVELERS SERIES
TRUST
(VARIABLE ANNUITY)
Travelers O
Coupon Bond
FD 1998 5,000/yr Flat Fee
Travelers O
Coupon Bond
FD 2000 5,000/yr Flat Fee
Travelers O
Coupon Bond
FD 2005 5,000/yr Flat Fee
Social Awareness
Stock Portfolio 5,000/yr Flat Fee
US Government
Securities
Portfolio 5,000/yr Flat Fee
Utilities
Portfolio 5,000/yr Flat Fee
Convertible
Bond Portfolio 5,000/yr Flat Fee
Disciplined
Small Cap Stock
Portfolio 5,000/yr Flat Fee
Strategic
Stock Portfolio 5,000/yr Flat Fee
MFS Research
Portfolio 5,000/yr Flat Fee
MFS Mid Cap
Growth Portfolio 5,000/yr Flat Fee
NWQ Large
Cap Portfolio 5,000/yr Flat Fee
Juriak & Voyles
Core Equity
Portfolio 5,000/yr Flat Fee
TRAVELERS FUNDS
(VARIABLE ANNUITY)
Capital
Appreciation Fund 5,000/yr Flat Fee
Money Market
Portfolio 5,000/yr Flat Fee
High Yield Bond
Trust 5,000/yr Flat Fee
Mid Cap
Disciplined
Equity Fund 5,000/yr Flat Fee
Managed Assets
Trust 5,000/yr Flat Fee
TRAVELERS QUALITY
BOND PORTFOLIO
(VARIABLE ANNUITY) 5,000/yr Flat Fee
THE FUND FOR
STABLE VALUE
INVESTMENTS 8.50
</TABLE>
