exhibit d
MANAGEMENT AGREEMENT
CITIFUNDS INSTITUTIONAL TRUST
MANAGEMENT AGREEMENT, dated as of January 1, 2002, by and between
CitiFunds Institutional Trust, a Massachusetts business trust (the "Trust"),
and Citi Fund Management Inc., a Delaware corporation ("Citi Management" or the
"Manager").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder and any exemptive orders thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage Citi Management to provide certain
management services for the series of the Trust designated in Schedule A
annexed hereto (the "Funds"), and Citi Management is willing to provide such
management services for the Funds on the terms and conditions set forth herein.
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 Manager. (a) Citi Management shall act as the Manager for
each Fund and as such shall furnish continuously an investment program and
shall determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of each Fund shall be held uninvested,
subject always to the restrictions of the Trust's Amended and Restated
Declaration of Trust, dated as of September 28, 2001, and By-Laws, as each may
be amended and restated from time to time (respectively, the "Declaration" and
the "By-Laws"), the provisions of the 1940 Act, and the then-current
Registration Statement of the Trust with respect to each Fund. The Manager
shall also make recommendations as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to each Fund's
portfolio securities shall be exercised. Should the Board of Trustees of the
Trust at any time, however, make any definite determination as to investment
policy applicable to a Fund and notify the Manager thereof in writing, the
Manager shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Manager shall take, on behalf of each Fund, all actions which it
deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
securities for the Fund's account with the brokers or dealers selected by it,
and to that end the Manager is authorized as the agent of the Trust to give
instructions to the custodian or any subcustodian of the Fund as to deliveries
of securities and payments of cash for the account of the Fund. In connection
with the selection of such brokers or dealers and the placing of such orders,
brokers or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Funds and/or the other accounts over which the
Manager or its affiliates exercise investment discretion. The Manager is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for a Fund which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment discretion. In making
purchases or sales of securities or other property for the account of a Fund,
the Manager may deal with itself or with the Trustees of the Trust or the
Trust's underwriter or distributor or with its or their respective affiliates,
or affiliates of affiliates, to the extent such actions are permitted by the
1940 Act. In providing the services and assuming the obligations set forth
herein, the Manager may employ, at its own expense, or may request that the
Trust employ at each Fund's expense, one or more subadvisers; provided that in
each case the Manager shall supervise the activities of each subadviser. Any
agreement between the Manager and a subadviser shall be subject to the renewal,
termination and amendment provisions applicable to this Agreement. Any
agreement between the Trust on behalf of a Fund and a subadviser may be
terminated by the Manager at any time on not more than 60 days' nor less than
30 days' written notice to the Trust and the subadviser. To the extent
authorized by the Board of Trustees and subject to applicable provisions of the
1940 Act, the investment program to be provided hereunder may entail the
investment of all or a portion of the assets of a Fund in one or more
investment companies.
(b) Subject to the direction and control of the Board of Trustees of
the Trust, Citi Management shall perform such administrative and management
services as may from time to time be reasonably requested by the Trust with
respect to each Fund, which shall include without limitation: (i) providing
office space, equipment and clerical personnel necessary for maintaining the
organization of the Trust and each Fund and for performing the administrative
and management functions herein set forth; (ii) supervising the overall
administration of each Fund, including negotiation of contracts and fees with
and the monitoring of performance and xxxxxxxx of the Fund's transfer agent,
shareholder servicing agents, custodian and other independent contractors or
agents; and (iii) arranging for maintenance of books and records of the Trust
with respect to each Fund. Notwithstanding the foregoing, Citi Management shall
not be deemed to have assumed any duties with respect to, and shall not be
responsible for, the distribution of shares of beneficial interest in any Fund,
nor shall the Manager be deemed to have assumed or have any responsibility with
respect to functions specifically assumed by any transfer agent, fund
accounting agent, custodian or shareholder servicing agent of the Trust or any
Fund. In providing administrative and management services as set forth herein,
the Manager may, at its own expense, employ one or more subadministrators;
provided that the Manager shall remain fully responsible for the performance of
all administrative and management duties set forth herein and shall supervise
the activities of each subadministrator.
2. Allocation of Charges and Expenses. Citi Management shall furnish
at its own expense all necessary services, facilities and personnel in
connection with its responsibilities under Section 1 above. Except as provided
in the foregoing sentence, it is understood that the Trust will pay from the
assets of each Fund all of its own expenses allocable to that Fund including,
without limitation, organization costs of the Fund; compensation of Trustees
who are not "affiliated persons" of Citi Management; governmental fees;
interest charges; brokerage fees and commissions; loan commitment fees; taxes;
membership dues in industry associations allocable to the Trust; fees and
expenses of independent auditors, legal counsel and any transfer agent,
distributor, shareholder servicing agent, service agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of the Fund's shareholders; expenses relating
to the registration and qualification of shares of the Fund; and such
non-recurring or extraordinary expenses as may arise, including those relating
to actions, suits or proceedings to which the Trust on behalf of the Fund may
be a party and the legal obligation which the Trust may have to indemnify its
Trustees and officers with respect thereto.
3. Compensation of Manager. For the services to be rendered and the
facilities to be provided by the Manager hereunder, the Trust shall pay to the
Manager from the assets of each Fund a management fee computed daily and paid
monthly at an annual rate equal to the lesser of (i) that percentage of that
Fund's average daily net assets for the Fund's then-current fiscal year set
forth opposite the Fund's name on Schedule A annexed hereto (the "Aggregate
Management Fee"), minus that Fund's Aggregate Subadviser Fee (as defined
below), if any, and (ii) the difference between that Fund's Aggregate
Management Fee for the Fund's then-current fiscal year and the aggregate
management fees allocated to that Fund for the Fund's then-current fiscal year
from the registered investment company portfolios in which it invests (for
which the Manager or an affiliate serves as investment adviser). To the extent
that any Fund's Aggregate Subadviser Fee exceeds that Fund's Aggregate
Management Fee, the Manager shall pay such amount to the applicable subadvisers
on the Fund's behalf. A Fund's Aggregate Subadviser Fee is the aggregate amount
payable by that Fund to subadvisers pursuant to agreements between the Trust on
behalf of the Fund and the subadvisers. If the Manager provides services
hereunder for less than the whole of any period specified in this Section 3,
the compensation to the Manager shall be accordingly adjusted and prorated.
4. Covenants of Manager. The Manager agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of a Fund, except as permitted by the 1940 Act,
and will comply with all other provisions of the Declaration and By-Laws and
the then-current Registration Statement applicable to each Fund relative to the
Manager and its directors and officers.
5. Limitation of Liability of Manager. Citi Management shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution of securities
transactions for a Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 5, the term
"Citi Management" shall include directors, officers and employees of the
Manager as well as the Manager itself.
6. Activities of Manager. The services of the Manager to the Funds are
not to be deemed to be exclusive, the Manager being free to render investment
advisory, administrative and/or other services to others. It is understood that
Trustees, officers, and shareholders of the Trust are or may be or may become
interested in the Manager, as directors, officers, employees, or otherwise and
that directors, officers and employees of the Manager are or may become
similarly interested in the Trust and that the Manager may be or may become
interested in the Trust as a shareholder or otherwise.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written,
shall govern the relations between the parties hereto thereafter and shall
remain in force for a period of two years from its effectiveness, on which date
it will terminate unless its continuance with respect to a Fund after that date
is "specifically approved at least annually" (a) by the vote of a majority of
the Trustees of the Trust who are not "interested persons" of the Trust or of
Citi Management 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 "vote of a
majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time with respect to a Fund
without the payment of any penalty by the Trustees or by the "vote of a
majority of the outstanding voting securities" of the Fund, or by the Manager,
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."
This Agreement may be amended with respect to a Fund only if such
amendment is approved by the "vote of a majority of the outstanding voting
securities" of the Fund (except for any such amendment as may be effected in
the absence of such approval without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a
majority of the outstanding voting securities," "assignment," "affiliated
person," 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.
8. Licenses. The Trust hereby agrees, on behalf of each Fund, to
reimburse the Manager for any and all reasonable costs incurred by the Manager
relating to the acquisition and retention of licenses to be used in connection
with the management of that Fund.
9. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
10. Use of Name. The Trust hereby acknowledges that any and all rights
in or to the name "Citi" 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 the Manager; that the Manager may assign any or all of
such rights to another party or parties without the consent of the Trust; and
that the Manager may permit other parties, including other investment
companies, to use the word "Citi" in their names. If the Manager, or its
assignee as the case may be, ceases to serve as the manager of the Trust, the
Trust hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name and those of each of its series or classes so as
to delete the word "Citi."
Each party acknowledges and agrees that all obligations of the Trust
under this Agreement are binding only with respect to the applicable Fund; that
any liability of the Trust under this Agreement, or in connection with the
transactions contemplated herein, shall be discharged only out of the assets of
that Fund; and that no other series of the Trust shall be liable with respect
to this Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration, and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.
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.
CITIFUNDS INSTITUTIONAL TRUST CITI FUND MANAGEMENT INC.
on behalf of the series listed
on Schedule A
By: /s/ Xxxxxxxx Xxxxxx By: /s/
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Title: Assistant Secretary Title: Secretary
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Schedule A
Aggregate Management Fee (expressed
as a percentage of
each Fund's aggregate net assets
Fund for its then-current fiscal year)
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Citi Institutional Liquid Reserves 0.25%
Citi Institutional Tax Free Reserves 0.30%
Citi Institutional U.S. Treasury Reserves 0.25%
Citi Institutional Enhanced Income Fund* 0.15%
* Added as of August 17, 2002.
