Exhibit h(2)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of [DATE], by and between
[NAME OF TRUST], a Massachusetts business trust (the "Trust"), and SSB CITI FUND
MANAGEMENT LLC, a Delaware limited liability company ("SSB Citi" or the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the shares of Beneficial Interest of the Trust (the "Shares") are
divided into one or more separate series (together with any series which may in
the future be established, the "Funds");
WHEREAS, the Board of Trustees of the Trust has adopted an Administrative
Services Plan, dated as of [DATE] (as amended and in effect from time to time,
the "Plan"), which is incorporated herein by reference and pursuant to which the
Trust desires to enter into this Administrative Services Agreement; and
WHEREAS, the Trust wishes to engage SSB Citi to provide certain
administrative and management services, and SSB Citi is willing to provide such
administrative and management services to the Trust, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Administrator. Subject to the direction and control of
the Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may from time to time be
reasonably requested by the Trust, which shall include without limitation:
(a) providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the
administrative and management functions herein set forth; (b) arranging,
if desired by the Trust, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Trust if
duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; (c) supervising
the overall administration of the Trust, including negotiation of
contracts and fees with and the monitoring of performance and xxxxxxxx of
the Trust's transfer agent, shareholder servicing agents, custodian and
other independent contractors or agents; (d) preparing and, if applicable,
filing all documents required for compliance by the Trust with applicable
laws and regulations, including registration statements, prospectuses and
statements of additional information, semi-annual and annual reports to
shareholders, proxy statements and tax returns; (e) preparation of agendas
and supporting documents for and minutes of meetings of Trustees,
committees of Trustees and shareholders; and (f) arranging for maintenance
of books and records of the Trust. Notwithstanding the foregoing, the
Administrator shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the Trust's assets
or the rendering of investment advice and supervision with respect thereto
or the distribution of Shares of any Fund, nor shall the Administrator be
deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, custodian or
shareholder servicing agent of the Trust.
2. Allocation of Charges and Expenses. SSB Citi shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of SSB Citi or its
affiliates, and the wages and salaries of such persons shall not be deemed
to be expenses incurred by the Trust for purposes of this Section 2.
Except as provided in the foregoing sentence, the Trust will pay all of
its own expenses including, without limitation, compensation of Trustees
not affiliated with the Administrator; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute
allocable to the Trust; fees and expenses of each Fund's investment
adviser or advisers; fees and expenses of independent auditors, of legal
counsel and of any transfer agent, distributor, shareholder servicing
agent, registrar or dividend disbursing agent of the Trust; expenses of
distributing and redeeming Shares and servicing shareholder accounts;
expenses of preparing, printing and mailing prospectuses and statements of
additional information, reports, notices, proxy statements and reports to
shareholders and governmental officers and commissions; expenses connected
with the execution, recording and settlement of portfolio security
transactions; insurance premiums; fees and expenses of the Trust's
custodian for all services to the Trust, including safekeeping of funds
and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of each Fund; expenses of
shareholder meetings; and expenses relating to the issuance, registration
and qualification of shares of each Fund.
3. Compensation of Administrator. Subject to paragraph 5 of the Plan,
for the services to be rendered and the facilities to be provided by the
Administrator hereunder, the Trust shall pay to the Administrator an
administrative fee from the assets of each Fund as may be agreed to from
time to time by the Trust and the Administrator. If SSB Citi serves as
Administrator for less than the whole of any period specified in this
Section 3, the compensation to SSB Citi, as Administrator, shall be
prorated. For purposes of computing the fees payable to the Administrator
hereunder, the value of the net assets of any Fund shall be computed in
the manner specified in the Trust's then-current prospectus and statement
of additional information.
4. "Citi" Name. The Trust hereby acknowledges that any and all rights
in or to the name "Citi" or "CitiFunds" which exist on the date of this
Agreement or which may arise hereafter are, and under any and all
circumstances shall continue to be, the sole property of SSB Citi or its
affiliates; that SSB Citi or its affiliates may assign any or all of such
rights to another party or parties without the consent of the Trust; and
that SSB Citi or its affiliates may permit other parties, including other
investment companies, to use the word "Citi" or the words "CitiFunds" in
their names. If SSB Citi, or its assignee as the case may be, ceases to
serve as the Administrator of the Trust, the Trust hereby agrees to take
promptly any and all actions which are necessary or desirable to change
its name and the name of each Fund so as to delete the word "Citi" or the
"CitiFunds".
5. Limitation of Liability of the Administrator. The Administrator
shall not be liable for any error of judgment or mistake of law or for any
act or omission in the administration or management of the Trust or the
performance of its duties hereunder, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason
of the reckless disregard of its obligations and duties hereunder. As used
in this Section 5, the term "Administrator" shall include SSB Citi and/or
any of its affiliates and the Directors, officers and employees of SSB
Citi and/or any of its affiliates.
6. Activities of the Administrator. The services of the Administrator
to the Trust are not to be deemed to be exclusive, SSB Citi being free to
render administrative and/or other services to other parties. It is
understood that Trustees, officers, and shareholders of the Trust are or
may become interested in the Administrator and/or any of its affiliates,
as Directors, officers, employees, or otherwise, and that Directors,
officers and employees of the Administrator and/or any of its affiliates
are or may become similarly interested in the Trust and that the
Administrator and/or any of its affiliates may be or become interested in
the Trust as a shareholder or otherwise.
7. Subcontracting by SSB Citi. SSB Citi may subcontract for the
performance of SSB Citi's obligations hereunder with any one or more
persons; provided, however, that SSB Citi shall not enter into any such
subcontract unless the Trustees of the Trust shall have found the
subcontracting party to be qualified to perform the obligations sought to
be subcontracted; and provided, further, that, unless the Trust otherwise
expressly agrees in writing, SSB Citi shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it would be for
its own acts or omissions.
8. Duration and Termination of this Agreement. This Agreement shall
become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and shall
remain in force indefinitely, provided that its continuance is
"specifically approved at least annually" (a) by the vote of a majority of
the Board of Trustees of the Trust who are not "interested persons" of the
Trust or of the Administrator at a meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of
the Trust or by the "vote of a majority of the outstanding voting
securities" of each Fund as to which this Agreement is to continue, and
provided, however, that the term "assignment" shall include (without
limitation) any sale, transfer or conversion of a controlling interest of
any class of voting stock of SSB Citi or of any entity which holds a
controlling interest of any class of voting stock of SSB Citi or another
such entity.
This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty, by the Board of Trustees of the Trust or by the "vote of
a majority of the outstanding voting securities" of such Fund, or by the
Administrator, in each case on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its "assignment".
The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", and "interested persons",
when used in this Agreement, shall have the respective meanings specified in,
and shall be construed in a manner consistent with, the 1940 Act, subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned Trustee of the Trust has executed this Agreement not individually,
but as Trustee under the Trust's Declaration of Trust, dated [DATE], and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust individually, but bind only the Trust estate.
[NAME OF TRUST] SSB CITI FUND MANAGEMENT LLC
By: By:
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Title: Title:
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