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Exhibit h(4)
SUBTRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of October 1, 1999 between Smith Barney Private
Trust Company ("Transfer Agent"), a Delaware corporation having its principal
place of business at 388 Greenwich Street, New York, New York 10013 and FIRST
DATA INVESTOR SERVICES GROUP, INC. ("Investor Services Group"), a Massachusetts
corporation with principal offices at 4400 Computer Drive, Westboro,
Massachusetts 01581.
WITNESSETH
WHEREAS, Transfer Agent serves as transfer agent, dividend disbursing
agent and shareholder servicing agent for the registered investment companies
listed on Schedule A (as from time to time amended) (each a "Fund" and
collectively, the "Funds") pursuant to Transfer Agency and Services Agreements
between the Transfer Agent and the Funds, as amended from time to time (the "TA
Agreements"); and
WHEREAS, pursuant to Article 4 ("Delegation of Responsibilities") of
the TA Agreements, the Transfer Agent wishes to retain Investor Services Group
to render certain shareholder recordkeeping and accounting services and
functions for the Funds and Investor Services Group is willing to render such
services;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, Transfer Agent and Investor Services Group 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 or Transfer Agent; or (ii) any person,
whether or not such person is an officer or employee of a Fund or
Transfer Agent, duly authorized to give Oral Instructions or Written
Instructions on behalf of the Fund or Transfer Agent as indicated in
writing to Investor Services Group 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.
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(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 Investor Services Group from
a person reasonably believed by Investor Services Group 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 record owner of Shares of a Fund.
(m) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Investor Services Group to be
an Authorized Person and actually received by Investor Services Group.
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 Investor Services Group
2.1 Transfer Agent hereby appoints Investor Services Group to render
shareholder recordkeeping and accounting services and functions to Transfer
Agent with respect to the Funds and Investor Services Group hereby accepts such
appointment and agrees to perform the duties hereinafter set forth.
Article 3 Duties of Investor Services Group
3.1 Investor Services Group 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 Investor Services Group 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 Investor Services Group and
Transfer Agent.
(b) Recording the issuance of Shares and maintaining pursuant to
Rule 17Ad10(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. Investor Services Group 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
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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) In addition to performing the foregoing services, the Fund
hereby engages Investor Services Group as its service provider with
respect to those Print/Mail Services as set forth in Schedule B for the
fees identified in Schedule D. Investor Services Group agrees to
perform the services and its obligations subject to the terms and
conditions of this Agreement. Notwithstanding the foregoing, in the
event that Investor Services Group deems it necessary to use the
services of a third party to provide Transfer Agent with the print/mail
services described herein, Investor Services Group shall, unless
otherwise agreed to by the parties, use the services of Transfer Agent
or its affiliates to provide such services.
(d) Notwithstanding any of the foregoing provisions of this
Agreement, Investor Services Group 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, Transfer Agent shall (i) identify to Investor Services
Group 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
Investor Services Group 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 herein, Investor Services Group
agrees to migrate the Funds at no cost to its Full Service Retail (FSR)
application, as more fully described on Schedule C. Investor Services Group
agrees to complete such migration within 18 months of the completion of
reciprocal key milestones, written business requirements, functional
specifications and documented mutual test plans. In addition, Investor Services
Group 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
Transfer Agent and Investor Services Group.
3.4 Investor Services Group agrees to provide the services described
herein in accordance with the written schedule of Performance Standards annexed
hereto as Exhibit 1 of Schedule B and incorporated by reference herein.
Article 4 Recordkeeping and Other Information
4.1 Investor Services Group 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 Investor Services Group for the periods and in
the places required by Rule 31a2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, Investor
Services Group agrees that all such records prepared or maintained by Investor
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Services Group relating to the services to be performed by Investor Services
Group 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 Transfer Agent's or the Fund's
request. The expenses associated with standard records requests made in the
normal course of business are covered accordingly in Schedule E. The expenses
associated with extraordinary requests for records which are not made in the
ordinary course of business shall be determined by agreement between Transfer
Agent and Investor Services Group.
4.3 In case of any requests or demands for the inspection of
Shareholder records of a Fund, Investor Services Group will endeavor to notify
Transfer Agent of such request and secure Written Instructions as to the
handling of such request. Investor Services Group 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 5 Fund Instructions
5.1 Investor Services Group 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 the Fund or Transfer Agent. Investor Services Group 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 Investor Services Group.
5.2 At any time, Investor Services Group may request Written
Instructions from a Fund or Transfer Agent 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 Investor Services Group. Written Instructions requested by Investor
Services Group will be provided by a Fund or Transfer Agent within a reasonable
period of time.
5.3 Investor Services Group, 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 or Transfer Agent only if said
representative is an Authorized Person. Transfer Agent 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 Investor Services Group's right to rely on Oral Instructions.
Article 6 Compensation
6.1 Transfer Agent will compensate Investor Services Group for the
performance of its obligations hereunder in accordance with the fees set forth
in the written Fee Schedule annexed hereto as Schedule D and incorporated
herein. Investor Services Group will transmit an invoice to Transfer Agent as
soon as practicable after the end of each calendar month which will be detailed
in accordance with Schedule D.
6.2 In addition to those fees set forth in Section 6.1 above, Transfer
Agent agrees to arrange for payment by the Funds, and will be billed separately
for, reasonable outofpocket expenses incurred by Investor Services Group in the
performance of its duties hereunder. Outofpocket expenses shall include, but
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shall not be limited to, the items specified in the written schedule of
outofpocket charges annexed hereto as Schedule E and incorporated herein.
Schedule E may be modified by written agreement between the parties.
Unspecified outofpocket expenses shall be limited to those outofpocket expenses
reasonably incurred by Investor Services Group in the performance of its
obligations hereunder.
6.3 Transfer Agent agrees to pay or arrange for the payment of all fees
and outofpocket expenses by Federal Funds Wire within five (5) business days
following the receipt of the respective invoice.
6.4 Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule D, a revised Fee Schedule and by written
agreement executed and dated by the parties hereto.
Article 7 Documents
7.1 In connection with the appointment of Investor Services Group,
Transfer. Agent shall, on or before the date this Agreement goes into effect,
but in any case within a reasonable period of time for Investor Services Group
to prepare to perform its duties hereunder, deliver or caused to be delivered
to Investor Services Group the documents set forth in the written schedule of
Fund Documents annexed hereto as Schedule F.
Article 8 Transfer Agent System
8.1 Investor Services Group shall retain title to and ownership of any
and all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works; inventions; discoveries;
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade, secrets, and other related legal rights utilized by Investor Services
Group in connection with the core transfer agency services provided by Investor
Services Group to the Funds herein (the "Investor Services Group System") and
the other products or services provided by Investor Services Group hereunder.
It is expressly understood that all data pertaining to the Funds remains the
exclusive property of the Funds.
8.2 Investor Services Group hereby grants to Transfer Agent on behalf
of the Funds a limited license to the Investor Services Group System for the
sole and limited purpose of having Investor Services Group provide the services
contemplated hereunder and nothing contained in this Agreement shall be
construed or interpreted otherwise and such license shall immediately terminate
with the termination of this Agreement.
8.3 In the event that Transfer Agent, the Funds, including any
affiliate or agent of the Funds or any third party acting on behalf of the Fund
is provided with direct access to the Investor Services Group System for either
account inquiry or to transmit transaction information, including but not
limited to maintenance, exchanges, purchases and redemptions, such direct
access capability shall be limited to direct entry to the Investor Services
Group System by means of online mainframe terminal entry or PC emulation of
such mainframe terminal entry and any other nonconforming method of
transmission of information to the Investor Services Group System is strictly
prohibited without the prior written consent of Investor Services Group.
8.4 Investor Services Group agrees to commit to a systems development
headcount of forty (40) persons dedication to Transfer Agent.
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8.5 During the term of this Agreement Investor Services Group will use
on behalf of the Funds at no additional cost all modifications, enhancements,
or changes which Investor Services Group may make to the Investor Services
Group System in the normal course of its business ("Systems Modifications") and
which are applicable to functions and features offered by the Funds.
8.6 Investor Services Group shall have the right, at any time, and from
time to time, to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and obligations hereunder,
provided that no such alteration or modification shall, without the consent of
Transfer Agent, materially adversely change or affect the operations and
procedures of the Funds in using or employing the Investor Services Group
System hereunder or the reports to be generated by such system and facilities
hereunder.
Article 9 Representations and Warranties and Condition Precedent
9.1 Investor Services Group represents and warrants to Transfer Agent
that:
(a) it is a corporation organized, existing and in good standing
under the laws of the Commonwealth of Massachusetts,
(b) it is empowered under applicable laws and by its Articles of
Incorporation and ByLaws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(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.
9.2 Transfer Agent represents and warrants to Investor Services Group
that:
(a) it is duly organized, existing and in good standing under the
laws of the state of Delaware;
(b) it is empowered under applicable laws and by its Article of
Incorporation and ByLaws to enter into 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;
(d) a registration statement under the Securities Act of 1933, as
amended, and the 1940 Act on behalf of each 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
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(e) all outstanding Shares are validly issued, fully paid and
nonassessable and when Shares are hereafter issued in accordance with
the terms of each Fund's Articles of Incorporation and its Prospectus,
such Shares shall be validly issued, fully paid and nonassessable.
9.3 Year 2000 Compliance. (a) For purposes of this Agreement, "Year
2000 Compliant" means:
(i) date data will process in the same manner and without error
or interruption due solely to the change in century, in any level of
computer hardware or software Investor Services Group provides,
including, but not limited to, microcode, firmware, system and
application programs, files and databases; and
(ii) there will be no loss of any functionality, accuracy, data
integrity and performance of the Investor Services Group System due
solely to the change in century, with respect to the introduction,
processing or output of date records.
(b) Investor Services Group represents and warrants that:
(i) The Investor Services Group System will be Year 2000
Compliant by December 31, 1998; provided, however, that Investor
Services Group will be in a process of testing the Investor Services
Group System in regard to Year 2000 Compliance throughout calendar year
1999 and any temporary and immaterial loss of functionality occurring
during the ordinary course of this testing and fixing process shall not
be considered a failure of Investor Services Group to be Year 2000
Compliant.
(ii) The Investor Services Group System will continue to be
interoperable, in the same manner as it is prior to January 1, 2000,
with software and hardware of Transfer Agent and the Funds which may
deliver records to, receive records from or interact with the Investor
Services Group System in the course of processing data, provided that
such software and hardware of Transfer Agent and the Funds is Year 2000
Compliant as defined herein and complies with the interface and format
standards mutually agreed to by Investor Services Group and Transfer
Agent.
(c) Transfer Agent agrees to cooperate fully, and to ensure that its
vendors cooperate fully, with Investor Services Group to ensure the
interoperability of the Investor Services Group System with hardware and
software of Transfer Agent and its vendors. Investor Services Group shall have
the right, at its discretion, to reject any data file which it in good faith
believes will interfere with the ability of the Investor Services Group System
to be Year 2000 Compliant.
(d) Investor Services Group agrees that Transfer Agent shall have the
right to conduct such testing as Transfer Agent reasonably deems necessary to
ensure that the Investor Services Group System complies with the foregoing
representations and warranties, and Investor Services Group agrees to cooperate
with, support and participate in such testing as reasonably required by
Transfer Agent.
(e) The term "Year 2000 Compliance Warrant" shall mean, collectively,
the warranties set forth in this section.
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(f) Waiver of Limitation of Liability. With the exception of the
disclaimer of consequential damages provision of this Agreement, any provisions
of this Agreement which tend to limit or eliminate the liability of either
party shall have no application with respect to the Year 2000 Compliance
Warranty set forth herein.
Article 10 Indemnification
10.1 Investor Services Group shall not be responsible for and Transfer
Agent shall indemnify and hold Investor Services Group harmless from and
against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
not specifically deemed to be the responsibility of Investor Services Group
which may be asserted against Investor Services Group or for which Investor
Services Group may be held to be liable (a "Claim"), arising out of or
attributable to any of the following:
(a) any actions of Investor Services Group required to be taken
pursuant to this Agreement, provided that Investor Services Group has
acted in good faith and with due diligence and reasonable care, unless
such Claim resulted from a negligent act or omission to act or bad
faith by Investor Services Group in the performance of its duties
hereunder,
(b) Investor Services Group's reasonable reliance on, or
reasonable use of information, data, records and documents (including
but not limited to magnetic tapes, computer printouts, hard copies and
microfilm copies) received by Investor Services Group from a Fund, or
any authorized third party acting on behalf of the Fund in the
performance of Investor Services Group's duties and obligations
hereunder;
(c) the reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests of a Fund;
(d) 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; and
(e) Transfer Agent's refusal or failure to comply with the terms
of this Agreement, or any Claim which arises out of Transfer Agent's
negligence or misconduct or the breach of any representation or
warranty of Transfer Agent made herein.
10.2 Transfer Agent shall not be responsible for and Investor Services
Group shall indemnify and hold Transfer Agent, the Funds, their affiliates and
their respective directors, officers, employees and agents harmless from and
against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against Transfer Agent or for which Transfer Agent may be
held to be liable (a "Claim"), arising out of or attributable to (a) any
negligent act or omission to act or bad faith by Investor Services Group in the
performance of its duties hereunder; or (b) Investor Services Group's refusal
or failure to comply with the terms of this Agreement; (c) the breach of any
representation or warranty of Investor Services Group made herein.
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10.3 In any case in which a party (the "Indemnifying Party") may be
asked to indemnify or hold harmless any other party (or parties) (the
"Indemnified Party"), 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 except to the extent that the Indemnifying
Party is prejudiced as a result of such failure to timely notify. 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,
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.
10.4 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 10 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 10
may apply.
Article 11 Standard of Care
11.1 Investor Services Group shall provide its services as SubTransfer
Agent in accordance with the applicable provisions of Section 17A of the 1934
Act. Investor Services Group 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 Transfer Agent or the Funds unless said
errors are caused by Investor Services Group'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 Investor Services Group.
11.2 Each party shall have the duty to mitigate damages for which the
other party may become responsible.
Article 12 Consequential Damages
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY TO 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 EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
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Article 13 Term and Termination
13.1 This Agreement shall be effective on the date first written above
and shall continue until May 31, 2004 (the "Initial Term"), provided Transfer
Agent or any of its affiliates continues to serve as transfer agent during such
period.
13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive annual periods ending on May 31 of each such
renewal period (each a "Renewal Term"), unless Transfer Agent or Investor
Services Group provides written notice to the other of its intent not to renew.
Such notice must be received not less than ninety (90) days and not more than
onehundred eighty (180) days prior to the expiration of the Initial Term or the
then current Renewal Term.
13.3 In the event a termination notice is given by the Fund, all
reasonable expenses associated with movement of records and materials and
conversion thereof to a successor transfer agent will be borne by the Fund.
13.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"NonDefaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30)
days after such written notice is given, then the NonDefaulting Party may
terminate this Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If Investor Services Group is the
NonDefaulting Party, its termination of this Agreement shall not constitute a
waiver of any other rights or remedies of Investor Services Group with respect
to services performed prior to such termination of rights of Investor Services
Group to be reimbursed for outofpocket expenses. In all cases, termination by
the NonDefaulting Party shall not constitute a waiver by the NonDefaulting
Party of any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
13.5 Notwithstanding the foregoing, Transfer Agent may terminate this
Agreement if either: (i) one quarter or more of the Performance Standards
listed in Exhibit 1 of Schedule B are not met by Investor Services Group for
three (3) consecutive monthly periods, or (ii) any one performance standard is
not met by Investor Services Group for any four (4) consecutive monthly
periods. Transfer Agent shall notify Investor Services Group in writing within
120 days of any such failure. If Investor Services Group is unable to correct
its failure to meet the performance standard(s) identified in such notice
within sixty (60) days following receipt of such notice, Transfer Agent may
terminate this Agreement upon written notice to Investor Services Group. Unless
Transfer Agent provides Investor Services Group with the written notice of
Investor Services Group's failure to meet the applicable performance standard
as described above, Transfer Agent shall have waived its option to terminate
the Agreement under this provision.
Article 14 Confidentiality
14.1 The parties agree that the Proprietary Information (defined below)
and the contents of this Agreement (collectively "Confidential Information")
are confidential information of the parties and their respective licensors.
Transfer Agent and Investor Services Group shall exercise at least the same
degree of care, but not less than reasonable care, to safeguard the
confidentiality of the Confidential Information of the other as it would
exercise to protect its own confidential information of a similar nature.
Transfer Agent and Investor Services Group shall not duplicate, sell or
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disclose to others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. Transfer Agent
and Investor Services Group may, however, disclose Confidential Information to
their respective parent corporation, their respective affiliates, their
subsidiaries and affiliated companies and employees, provided that each shall
use reasonable efforts to ensure that the Confidential Information is not
duplicated or disclosed in breach of this Agreement. Transfer Agent and
Investor Services Group may also disclose the Confidential Information to
independent contractors, auditors, and professional advisors, provided they
first agree in writing to be bound by the confidentiality obligations
substantially similar to this Section 14.1. Notwithstanding the previous
sentence, in no event shall either Transfer Agent or Investor Services Group
disclose the Confidential Information to any competitor of the other without
specific, prior written consent.
14.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating to
the past, present or future business activities of Transfer Agent, the
Funds or Investor Services Group, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of
them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords Transfer Agent,
the Funds or Investor Services Group a competitive advantage over its
competitors; and
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, knowhow, showhow and trade
secrets, whether or not patentable or copyrightable.
14.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes
and models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the other.
14.4 The obligations of confidentiality and restriction on use
herein shall not apply to any Confidential Information that a party proves:
(a) Was in the public domain prior to the date of this Agreement
or subsequently came into the public domain through no fault of such
party; or
(b) Was lawfully received by the party from a third party free
of any obligation of confidence to such third party; or
(c) Was already in the possession of the party prior to receipt
thereof, directly or indirectly, from the other party; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not
limited to, giving the other party as much advance notice of the
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possibility of such disclosure as practical so the other party may
attempt to stop such disclosure or obtain a protective order concerning
such disclosure; or
(e) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the
Confidential Information disclosed under this Agreement.
Article 15 Force Majeure
15.1 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 nonperforming 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 or the Funds caused by such circumstances. In any such event, the
nonperforming 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.
15.2 Investor Services Group in conjunction with its affiliate, First
Data Technologies ("FDT"), has developed a comprehensive disaster recovery plan
that ensures critical applications of daily data processing functions are
recoverable at an alternate processing facility. A disaster recovery test is
conducted with FDT on at least an annual basis. The tests include systems
restoration, batch processing and network connectivity. The mainframe operating
systems and customer network connectivity are established at an alternate
processing hot site located in North Bergen, New Jersey. In addition, Investor
Services Group's sites located in Westboro, MA and King of Pussia, PA, provide
redundant backup for critical business processes, and local data processing.
Article 16 Assignment and Subcontracting
16.1 This Agreement, its benefits and obligations shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement may not be assigned or otherwise
transferred by either party hereto, without the prior written consent of the
other party, which consent shall not be unreasonably withheld; provided,
however, that either party may, in its sole discretion, assign all its right,
title and interest in this Agreement to an affiliate, parent or subsidiary of
the assigning party who is qualified to act under the 1940 Act. Investor
Services Group may, in its sole discretion, engage subcontractors to perform
any of the obligations contained in this Agreement to be performed by Investor
Services Group.
Article 17 Arbitration
17.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by
the American Arbitration Association in New York, New York in accordance with
its applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
<PAGE>
17.2 The parties hereby agree that judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to Transfer Agent or Investor Services Group,
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 Transfer Agent:
Smith Barney Private Trust Company
388 Greenwich Street
New York, New York 10013
Attention: Lewis E. Daidone
To Investor Services Group:
First Data Investor Services Group, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581
Attention: President
with a copy to Investor Services Group's General Counsel
Article 19 Governing Law/Venue
19.1 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 20 Counterparts
20.1 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 21 Captions
21.1 The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
<PAGE>
Article 22 Publicity
22.1 Neither Investor Services Group 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 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and not
partners or coventurers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement, Severability
24.1 This Agreement, including Schedules, Addenda, and Exhibits hereto,
constitutes the entire Agreement between 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 each party. No such writing shall be
effective as against Investor Services Group unless said writing is executed by
a Senior Vice President, Executive Vice President, or President of Investor
Services Group. 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.
24.2 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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, on the day of September 1999,
subject to approval by the Funds' Board of Directors.
SMITH BARNEY PRIVATE TRUST
COMPANY
By:_______________________________
Title:____________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:_______________________________
Title:____________________________
<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
LongTerm 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
<PAGE>
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
ShortTerm 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
<PAGE>
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
<PAGE>
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS 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
WS 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 INVESTOR SERVICES GROUP
1. Shareholder Information Investor Services Group shall maintain a
record of the number of Shares held by each Shareholder 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 Investor Services Group shall respond as
appropriate to all inquiries and communications from Shareholders relating to
Shareholder accounts with respect to its duties hereunder and as may be from
time to time mutually agreed upon between Investor Services Group and Transfer
Agent.
3. Share Certificates
(a) At the expense of each Fund, Transfer Agent shall supply Investor
Services Group with an adequate supply of blank share certificates to meet
Investor Services Group requirements therefor. Such Share certificates shall be
properly signed by facsimile. Transfer Agent agrees that, notwithstanding the
death, resignation, or removal of any officer of a Fund whose signature appears
on such certificates, Investor Services Group or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) With respect to each Fund, Investor Services Group shall issue
replacement Share certificates in lieu of certificates which have been lost,
stolen or destroyed, upon receipt by Investor Services Group of properly
executed affidavits and lost certificate bonds, in form satisfactory to
Investor Services Group, with the Fund and Investor Services Group as obligees
under the bond.
(c) With respect to each Fund, Investor Services Group shall also
maintain a record of each certificate issued, the number of Shares represented
thereby and the Shareholder of record. With respect to Shares held in open
accounts or uncertificated form (i.e., no certificate being issued with respect
thereto) Investor Services Group shall maintain comparable records of the
Shareholders thereof including their names, addresses and taxpayer
identification. Investor Services Group shall further maintain a stop transfer
record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders: Proxy Materials Investor
Services Group will address and mail to Shareholders of 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,
Investor Services Group 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) Investor Services Group 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
<PAGE>
has been suspended or discontinued. The existence of such Written Instructions
or such official notice shall be conclusive evidence of the right of Investor
Services Group to rely on such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of money
is returned unpaid for any reason, Investor Services Group will endeavor to:
(i) give prompt notice of such return to the Fund or Transfer Agent; (ii) place
a stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as Investor Services Group may from time to
time deem appropriate.
6. Transfer and Repurchase
(a) Investor Services Group 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) Investor Services Group 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 Investor Services Group reasonably may deem
necessary.
(c) Investor Services Group reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. Investor Services Group 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 Investor Services Group, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer or repurchase.
(d) When Shares are redeemed, Investor Services Group shall, upon
receipt of the instructions and documents in proper form, deliver to the
Custodian and each Fund or Transfer Agent a notification setting forth the
number of Shares to be repurchased. Such repurchased shares shall be reflected
on appropriate accounts maintained by Investor Services Group reflecting
outstanding Shares of each Fund and Shares attributed to individual accounts.
(e) Investor Services Group shall, upon receipt of the monies provided
to it by the Custodian for the repurchase of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures described in
the written instruction received by Investor Services Group from the Fund.
(f) Investor Services Group shall not process or effect any repurchase
with respect to Shares of a Fund after receipt by Investor Services Group 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, Transfer Agent shall furnish or cause to be furnished to Investor
Services Group Written Instructions setting forth the date of the declaration
of such dividend or distribution, the exdividend date, the date of payment
<PAGE>
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 on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the
Board of Directors, a Fund will provide Investor Services Group with sufficient
cash to make payment to the Shareholders of record as of such payment date.
(c) If Investor Services Group 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, Investor Services Group will, upon notifying
Transfer Agent, withhold payment to all Shareholders of record as of the record
date until sufficient cash is provided to Investor Services Group.
8. Cash Management Services. Funds received by Investor Services Group
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 Investor
Services Group (or its nominee) as agent for Transfer Agent. Investor Services
Group 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. Investor Services Group shall perform such
services as are required in order to comply with Rules 17a24 and 17Ad17 of the
34 Act (the "Lost Shareholder Rules"), including, but not limited to those set
forth below. Investor Services Group may, in its sole discretion, use the
services of a third party to perform the some or all 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, Investor Services Group 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 in effect 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 Investor Services Group's present procedures with such changes
or deviations therefrom as may be from time to time required or approved by
Transfer Agent, or the Fund's counsel or Investor Services Group'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
Transfer Agent daily Blue Sky reports generated by the Investor Services Group;
<PAGE>
(iv) provide to Transfer Agent escheatment reports as reasonably requested by
Transfer Agent with respect to the status of the Funds' accounts and
outstanding checks on the Investor Services Group System; 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 Investor Service Group'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 nonresident 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. Investor Services Group 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 find SWEEP transactions
-Direct Accounts (nonbrokerage) 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)
Report Mailings, (quarterly, annual and semiannual)
Prospectus Fulfillment & Mailings
Shareholder / Information Letters
<PAGE>
EXHIBIT 1 OF SCHEDULE B
PERFORMANCE STANDARDS
-Except as otherwise set forth below, measurement of standards
will be measured in the aggregate with respect to all Salomon
Smith Barney Funds. Investor Services Group will provide
Transfer Agent with a monthly report tracking compliance with
the performance standards identified below in the aggregate with
respect to all of the Funds.
A. Telephones:
To be measured on a monthly basis.
-The average speed of answering calls will be twenty (20) seconds or
less
-The abandonment rate for teleservicing calls will be three (3)
percent or less (Calculation: calls abandoned over 20 seconds/calls
offered).
-The Service Level will be eightyfive percent (85%) or higher. The
Service Level shall be derived using the following formula:
<TABLE>
<CAPTION>
<S> <C>
Calls answered in less than 20 seconds + Calls abandoned within less than 20 seconds
------------------------------------------------------------------------------------
Total Calls Received
</TABLE>
-Representatives will be monitored and graded by their manager
at least five (5) times per month. Grading of representatives
shall be based on the criteria set forth in the Service
Checklist attached hereto. Representatives that fail to receive
an average Quality Score of at least 95% in any quarterly period
shall be subject to Investor Services Group's internal
Performance Evaluation Plan.
B. Processing:
The following standards will be met 95% of the time measured on a monthly
basis, minimum of 50 items per standard measured.
-New accounts in good order will be established on Investor Services
Group System on the same day received.
-Correspondence will be completed within five (5) business days of
receipt.
-Maintenance items and transfers in good order will be completed
within five (5) business days of receipt.
-Research will be completed within four (4) business days from
receipt.
C. Print/Mail:
The following standards will be met 95% of the time measured on a monthly
basis, minimum of 50 items per standard measured.
-Daily confirmations will be mailed to shareholders on Trade Date
plus two (2) business days.
-Check requests will be mailed to shareholders on Trade Date plus
two (2) business days.
-Quarterly Statements will be mailed to shareholders within five (5)
business days from quarter end.
<PAGE>
D. Systems Transmission/Daily Processing Window:
-Meet the daily processing windows required by Transfer Agent
Systems and Operations typically described as the nightly
"processing window" within two hours of receipt, of the nightly
Transfer Agent Brokerage transmission and/or receipt of N.A.V.'s;
accrual rates and distribution rates for all Funds.
-95% with the exception of TRAK reallocations and dividend
processing nights, measured monthly.
-98% accuracy with respect to processing such information.
E. Manual Pricing.
Investor Services Group shall accurately process exception pricing
information relating to the Funds received in a manual format from
Transfer Agent 95% of the time with respect to all of the Funds in the
aggregate and seventyfive percent (75%) with respect to each individual
Fund, measured on a monthly basis, provided that Transfer Agent has
provided the information in an accurate, complete and timely basis in
accordance with established procedures.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 1.A OF SCHEDULE B
SERVICE CHECKLIST
QUALITY SCORE________________%
FUND GROUP:___________________ DATE:___________________
PHONE REP.:___________________ TIME:___________________
TYPE OF CALL:_________________
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
CRITERIA POSS. YES NO N/A COMMENTS ACE
PTS. PTS.
-----------------------------------------------------------------------------------------------------------------------------------
I. OPENING OF THE CALL (5%) 5.00
-------------------------------------------------------------------------------------------------------------
CALL ANSWERED PROMPTLY 1.25
-------------------------------------------------------------------------------------------------------------
NAME OF REP. IDENTIFIED 1.25
-------------------------------------------------------------------------------------------------------------
FUND COMPANY IDENTIFIED 1.25
-------------------------------------------------------------------------------------------------------------
RECORDED LINE IDENTIFIED 1.25
--------------------------------------------------------------------------------------------------------------------------------
II. ACCOUNT VERIFICATION (10%) 10.00
*3 of the 5 for a s/h, 2 out of 5 for a rep. must be verified
-------------------------------------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT # VERIFIED
-------------------------------------------------------------------------------------------------------------
SHAREHOLDER NAME VERIFIED
-------------------------------------------------------------------------------------------------------------
SOCIAL SECURITY #/TIN# VERIFIED
-------------------------------------------------------------------------------------------------------------
ADDRESS VERIFIED
-------------------------------------------------------------------------------------------------------------
OTHER
---------------------------------------------------------------------------------------------------------------------------------
III. RESPONSE TO INQUIRY (55%) 55.00
-------------------------------------------------------------------------------------------------------------
PROPER LEGALS/PROCEDURES 35.00
*Rep. must ensure correct responses to legal questions are given. (20)
*Rep. should adhere to fund rules, making sure they are properly
communicated and followed. (10)
*Rep. should be aware of their limitations and ensure they have appropriate
credentials for particular calls. (5)
-------------------------------------------------------------------------------------------------------------
PROPER QUOTING 10.00
*Rep. should offer the dollar and share amount. (4)
*Rep. should quote as of dates and total balances. (4)
*Rep. should offer price per share with fluctuation. (2)
-------------------------------------------------------------------------------------------------------------
CONFIRMATION 10.00
*Rep. must read back the transaction giving to and from account numbers.
(4)
*Rep. must state the time frame for processing. (4)
*Rep. must state the confirmation numbers for every type of transaction
including acct. maintenances. (2)
---------------------------------------------------------------------------------------------------------------------------------
IV. RESOLUTION & CLOSING (5%) 5.00
-------------------------------------------------------------------------------------------------------------
CALLER SATISFACTION 2.00
-------------------------------------------------------------------------------------------------------------
OFFERING ADDMONAL HELP 1.50
-------------------------------------------------------------------------------------------------------------
THANK YOU 1.50
-------------------------------------------------------------------------------------------------------------
V. OBJECTIVE CRITERIA (25%) 25.00
---------------------------------------------------------------------------------------------------------------------------------
ATTENTIVE LISTENING 5.00 4.00 3.00 2.00 1.00 0.00
--------------------------------------------------------------------------------
CONFIDENCE 5.00 4.00 3.00 2.00 1.00 0.00
--------------------------------------------------------------------------------
COURTESY & POLITENESS 5.00 4.00 3.00 2.00 1.00 0.00
--------------------------------------------------------------------------------
HOLD TIME 5.00 4.00 3.00 2.00 1.00 0.00
--------------------------------------------------------------------------------
APPROPRIATE USE OF TERMINOLOGY 5.00 4.00 3.00 2.00 1.00 0.00
=================================================================================================================================
BONUS (5%) 5.00
=================================================================================================================================
=================================================================================================================================
TOTALS 100.00
=================================================================================================================================
</TABLE>
ADDITIONAL COMMENTS:
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REVIEWED BY:
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<PAGE>
SCHEDULE C
MIGRATION OF FUNDS TO INVESTOR SERVICES GROUP'S
FULL SERVICE RETAIL (FSR) APPLICATION:
FSR will provide Transfer Agent on behalf of the Funds with a platform
providing functionality available to all of Investor Services Group's,
broker/dealer and retail clients including:
-Expanded functionality and features in demand by nonbrokerage Transfer
Agent investors, Copeland Associates, Inc., Tower Square Securities,
Inc., and the 401(k) marketplace.
-State-of-the-art pricing capability providing table driven load and
12b-1 schedules by dealer, branch or representative regardless of trade
source; (i.e., NSCC, proprietary transmissions, online transactions,
VRU or Internet).
-Full integration with IMPRESSPlus, Investor Services Group's
comprehensive workflow management, document imaging and customer
service system. IMPRESSPlus consists of four major components a
sophisticated workflow management tool, an imaging processing system, a
Customer Relationship Manager (CRM), and Computer Output to Laser Disk
(COLD). Each of these products, used independently or in tandem, will
provide an integrated solution for automating all followup activities
resulting from any type of customer contactsales, marketing, general
inquiry, and the transaction requested or problem resolution. In
particular, the CRM addresses the requirements of providing a sing
frontend system for delivering customer service across operating
platforms.
-Providing the Funds with a single platform to support Transfer Agent's
proprietary brokerage business and portability. Additionally, FSR will
provide Transfer Agent with the ability to distribute through the
Financial Planner channel by utilizing First Investors Group's DAZL and
DAZL Direct interfaces. Actual use of DAZL and DAZL Direct by the Funds
shall be at Investor Services Group standard pricing.
-Enhanced access to the Funds data through a mutually agreed upon
comprehensive information delivery solution whether Transfer Agent
decides to have the data transmitted to its own data base tools or have
Investor Services Group provide Transfer Agent with a business tool to
access the information resident on Investor Services Group's transfer
agency application.
<PAGE>
SCHEDULE D
FEE SCHEDULE
1. Standard Fees
(a) Fees: See Attached Exhibit 1 of Schedule D
(b) Fee Discount: The following fee discount shall apply with respect to
the fees described in Section 1(a) above:
10/1/1999 to 9/30/2000 33.5% discount on total fee revenue
10/1/2000 to 9/30/ 2001 40% discount on fee revenue up to $80 million
60% discount on fee revenue over $80 million
10/1/2001 to 9/30/2003 55% discount on fee revenue up to $80million
60% discount on fee revenue over $80 million
10/1/2003 to 5/31/2004 58% discount on fee revenue up to $80million
60% discount on fee revenue over $80 million
Revenue discount will be calculated monthly by annualizing
monthly fee and applying to appropriate discount schedule.
(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 $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 550.00 minimum (includes 1 insert, other than
prospectuses)
$0.01/each additional insert
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.
<PAGE>
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 PREPRINTED 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.
<PAGE>
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
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:
Setup of $25,000 plus:
$.25 per trade
(b) Regulatory
Fiduciary Processing Fees*
<PAGE>
IRA Accounts: $10 one-time setup fee
$10 per fund account capped at $15
per annum
403(b)(7), Keough, 401(k) accounts:
$10 one-time setup 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 OPP's
Fixed Line OPP's
<PAGE>
SCHEDULE E
OUTOFPOCKET EXPENSES
1. Out-of-Pockets. Each of the Funds shall reimburse Investor Services Group
monthly for applicable out-of-pocket expenses, including, but not limited to
the following items:
Microfiche/microfilm production
Magnetic media tapes and freight
Postage-direct pass through to the Fund
Telephone and telecommunication costs, including all lease, maintenance
and line costs
Proxy solicitations, mailings, tabulations and reports relating
thereto
Shipping, Certified and Overnight mail and insurance - prior approval
from Transfer Agent shall be required except for (i) items shipped to
Transfer Agent; and (ii) shipping of share certificates
Terminals, communication lines, printers and other equipment and
any expenses incurred in connection with such terminals and lines
Duplicating services
Courier services
Federal Reserve charges for check clearance Overtime, as approved by
Transfer Agent
Temporary staff, as approved by Transfer Agent Travel, as approved in
advance by the Fund
Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
Such other miscellaneous expenses reasonably incurred by Investor
Services Group in performing its duties and responsibilities under
this Agreement provided they are approved in advance by Transfer
Agent.
Each of the Funds shall pay postage and mailing expenses on the day of
or prior to mailing as agreed with Investor Services Group. In addition, each
of the Funds will promptly reimburse Investor Services Group for any other
unscheduled expenses incurred by Investor Services Group whenever Transfer
Agent and Investor Services Group mutually agree that such expenses are not
otherwise properly borne by Investor Services Group as part of its duties and
obligations under the Agreement.
2. Other Charges.
PrePrinted Stock, including business forms, certificates, envelopes,
checks and stationery
COLD Storage
Digital Recording
Incoming and outgoing wire charges
<PAGE>
SCHEDULE F
FUND DOCUMENTS
Certified copy of the Articles of Incorporation of the Fund, as amended
Certified copy of the Bylaws of the Fund, as amended,
Specimens of the certificates for Shares of the Fund, if applicable, in the
form approved by the Board of Directors of the Fund, with a certificate of the
Secretary of the Fund as to such approval
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EXHIBIT I OF SCHEDULE C
SMITH BARNEY FUNDS FEE SCHEDULE
------------------------
Per Acct Fees
FUND Class
CONCERT 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
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
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%
<PAGE>
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%
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
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 12.50 9.50 8.50 0.0780% 0.0720% 0.0550%
Smith Barney Municipal High Income Fund 9.50 0.0390% 0.0330% 0.0670%
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%
<PAGE>
SMITH BARNEY INVESTMENT TRUST
Smith Barney Intermediate Maturity 9.50 0.0340% 0.0450%
California Municipals Fund
Smith Barney Intermediate Maturity New York 9.50 0.0370% 0.0600%
Municipals Fund
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 INC. 9.50 0.0205% 0.0375% 0.0370%
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND INC. 9.50 0.0270% 0.0370% 0.0170%
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
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 0.0220% 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%
<PAGE>
TRAVELERS SERIES FUND (VARIABLE ANNUITY)
AIM Capital Appreciation Portfolio 5,000/yr Flat Fee
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
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>
