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 10013 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.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC