March 16, 2007
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Re: Transfer Agency and Services Agreement
Ladies and Gentlemen:
Reference is made to the Transfer Agency and Services
Agreement (the "Agreement"), dated as of January 1, 2006,
by and among Boston Financial Data Services, Inc., a
Massachusetts corporation, and each management investment
company identified as an "Old Fund" on Exhibit A hereto
(each, a "Fund" and, collectively, the "Funds") on behalf
of each of its series identified as "Old Portfolios" on
Exhibit A hereto (each, a "Portfolio" and, collectively,
the "Portfolios").
In connection with a restructuring of the complex of
which the Funds and Portfolios are a part, as of the close
of business on April 13, 2007 (the "Closing Date"), the
Funds and Portfolios will be reorganized as set forth on
Exhibit A hereto.
On the Closing Date, (i) each management investment
company identified as a "New Fund" shall become a "Fund"
party to the Agreement on behalf of each of its series
identified on Exhibit A as a "New Portfolio" and shall
assume all of the rights and obligations under the
Agreement of the corresponding Old Fund with respect to
each applicable Old Portfolio (ii) each Old Fund shall
cease to be a party to the Agreement and shall have no
rights or obligations thereunder, (iii) each such New
Portfolio shall be deemed a "Portfolio" within the meaning
of the Agreement, and (iv) each Old Portfolio shall cease
be deemed to be a "Portfolio" under the Agreement.
Except to the extent expressly set forth herein, this
letter shall not be deemed to otherwise amend or modify any
term of the Agreement.
[signature page to follow]
Please sign below to evidence your consent and
agreement to the above.
EACH MANAGEMENT INVESTMENT COMPANY
IDENTIFIED ON EXHIBIT A HERETO AS
AN "OLD FUND"
OR A "NEW FUND"
By:
Name:
Title:
Consented and Agreed to:
BOSTON FINANCIAL DATA SERVICES, INC.
By:
Name:
Title:
Exhibit A
Old Fund
Old Portfolio
New Fund
New Portfolio
Xxxx Xxxxx
Partners
Investment Trust
(f/k/a Xxxxx
Xxxxxx Investment
Trust)
Xxxx Xxxxx
Partners S&P 500
Index Fund (f/k/a
Xxxxx Xxxxxx S&P
500 Index Fund)
Xxxx Xxxxx
Partners Equity
Trust
Xxxx Xxxxx
Partners S&P
500 Index Fund
CitiFunds Trust
III
Citi Cash
Reserves (Co-
Transfer Agent)
Xxxx Xxxxx
Partners Money
Market Trust
Citi Cash
Reserves (Co-
Transfer Agent)
Citi US Treasury
Reserves (Co-
Transfer Agent)
Xxxx Xxxxx
Partners Money
Market Trust
Citi U.S.
Treasury
Reserve (Co-
Transfer Agent)
Citi California
Tax Free Reserves
(Co-Transfer
Agent)
Xxxx Xxxxx
Partners Money
Market Trust
Citi California
Tax Free
Reserves (Co-
Transfer Agent)
Citi Connecticut
Tax Free Reserves
(Co-Transfer
Agent)
(includes Xxxxx
Xxxxxx
Connecticut Money
Market Portfolio
- Class A and
Class Y shares)
Xxxx Xxxxx
Partners Money
Market Trust
Citi
Connecticut Tax
Free Reserves
(Co-Transfer
Agent)
(includes
Western Asset
Connecticut
Money Market -
Class A and
Class I shares)
Citi New York Tax
Free Reserves
(Co-Transfer
Agent)
Xxxx Xxxxx
Partners Money
Market Trust
Citi New York
Tax Free
Reserves (Co-
Transfer Agent)
Citi Tax Free
Reserves (Co-
Transfer Agent)
Xxxx Xxxxx
Partners Money
Market Trust
Citi Tax Free
Reserves (Co-
Transfer Agent)
CitiFunds
Institutional
Trust
Citi
Institutional
Liquid Reserves
(Co-Transfer
Agent)
Xxxx Xxxxx
Partners
Institutional
Trust
Citi
Institutional
Liquid Reserves
(Co-Transfer
Agent)
Citi
Institutional
Cash Reserves
(Co-Transfer
Agent)
Xxxx Xxxxx
Partners
Institutional
Trust
Citi
Institutional
Cash Reserves
(Co-Transfer
Agent)
Citi
Institutional
U.S. Treasury
Reserves (Co-
Transfer Agent)
Xxxx Xxxxx
Partners
Institutional
Trust
Citi
Institutional
U.S. Treasury
Reserves (Co-
Transfer Agent)
Citi
Institutional Tax
Free Reserves
(Co-Transfer
Agent)
Xxxx Xxxxx
Partners
Institutional
Trust
Citi
Institutional
Tax Free
Reserves (Co-
Transfer Agent)
Citi
Institutional
Enhanced Income
Fund (Co-Transfer
Agent)
Xxxx Xxxxx
Partners
Institutional
Trust
Citi
Institutional
Enhanced Income
Fund (Co-
Transfer Agent)
CitiFunds Premium
Trust
Citi Premium
Liquid Reserves
Xxxx Xxxxx
Partners Premium
Money Market
Trust
Citi Premium
Liquid Reserves
Citi Premium U.S.
Treasury Reserves
Xxxx Xxxxx
Partners Premium
Money Market
Trust
Citi Premium
U.S. Treasury
Reserves
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BUSDOCS/1631962.3
BUSDOCS/1631962.3
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BUSDOCS/1631962.3
