Exhibit h(1)
Form of
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of _________ __, 20__, by and
between each of the trusts listed on the signature page hereto (each a "Trust,"
and collectively, the "Trusts"), each a business trust organized under the laws
of the Commonwealth of Massachusetts or a New York trust, and Citi Fund
Management Inc. (the "Administrator").
W I T N E S S E T H:
WHEREAS, each 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 (the "1940 Act");
WHEREAS, each Trust's shares of beneficial interest ("Shares") or
beneficial interests ("Interests") may be divided into separate series and/or
classes;
WHEREAS, each Trust wishes to retain the services of an administrator for
its Shares or Interests or for the Shares of or Interests in each of its series
listed on Exhibit A hereto (the "Funds"), as the case may be and as indicated
in Exhibit A; and
WHEREAS, each Trust wishes to engage the Administrator to provide certain
administrative and management services for the Trusts and the Funds, and the
Administrator is willing to provide such administrative and management services
to the Trusts and the Funds, 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 each Trust, the Administrator shall perform such
administrative and management services as may from time to time be reasonably
requested by a 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, service 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 or investors, proxy statements and tax returns; (e)
preparation of agendas and supporting documents for and minutes of meetings of
Trustees, committees of Trustees and shareholders or investors; and (f)
arranging for maintenance of books and records of the Trust. Notwithstanding
the foregoing, and unless otherwise agreed to in another agreement between a
Trust and the Administrator, the Administrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of any Trust's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of Shares of or Interests
in 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, service agent or shareholder servicing agent of the Trust.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and wages of all of each Trust's Trustees, officers and agents
who devote part or all of their time to the affairs of the Administrator 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, each 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, service agent, registrar or dividend disbursing agent of the
Trust; expenses of distributing and redeeming Shares and Interests and
servicing shareholder or investor accounts; expenses of preparing, printing and
mailing prospectuses and statements of additional information, reports,
notices, proxy statements and reports to shareholders or investors 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 or
Interests in each Fund; expenses of shareholder or investor meetings; and
expenses relating to the issuance, registration and qualification of Shares of
or Interests in each Fund.
3. Compensation of Administrator. For the services to be rendered and the
facilities to be provided by the Administrator hereunder, each 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 the
Administrator serves as Administrator for less than the whole of any period
specified in this Section 3, the compensation to the Administrator, 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. 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 any 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 4,
the term "Administrator" shall include the Administrator and/or any of its
affiliates and the directors, officers and employees of the Administrator
and/or any of its affiliates.
5. Activities of the Administrator. The services of the Administrator to
each Trust are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties. It is
understood that Trustees, officers, and shareholders of or investors in the
Trusts 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 Trusts and that the
Administrator and/or any of its affiliates may be or become interested in the
Trusts as a shareholder or investor or otherwise.
6. Subcontracting by the Administrator. The Administrator may subcontract
for the performance of the Administrator's obligations hereunder with any one
or more persons; provided, however, that the Administrator 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 a Trust otherwise expressly
agrees in writing, the Administrator shall be as fully responsible to that
Trust for the acts and omissions of any subcontractor as it would be for its
own acts or omissions.
7. Limitation of Liability. Each party acknowledges and agrees that all
obligations of each Trust under this Agreement are binding only with respect to
that Trust or, if the Shares of or Interests in the Trust have been divided
into series, 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 Trust or Fund, as the case may be;
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 obligations of each Trust hereunder shall not be binding upon any of
the Trustees, officers or shareholders of or investors in the Trust personally,
but shall bind only the assets and property of the particular Trust or, if the
Shares of or Interests in the Trust have been divided into series, the
particular Fund or Funds in question, and not any other Fund or series of the
Trust or any other Trust that is party to this Agreement. Any reference to a
Trust hereunder means and refers to the Trustees from time to time serving
under the Declaration of Trust of the Trust. The execution and delivery of this
Agreement has been authorized by the Trustees, and this Agreement has been
signed on behalf of each Trust by an authorized officer of the Trust, acting as
such and not individually, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust as
provided in the Declaration of Trust.
8. Duration and Termination of this Agreement. This Agreement shall become
effective with respect to each Trust on the date indicated on Exhibit A
attached hereto and shall govern the relations between the parties hereto
thereafter, and shall remain in force with respect to any Trust thereafter
unless terminated as provided herein. Exhibit A may be amended from time to
time to add additional series of a Trust as agreed by that Trust and
Administrator.
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
Administrator in each case on not more than 60 days' nor less than 30 days'
written notice to the other party.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
CITIFUNDS TRUST III
CITI TAX FREE RESERVES
CITIFUNDS FIXED INCOME TRUST
CITIFUNDS MULTI-STATE TAX FREE
TRUST
CITIFUNDS INTERNATIONAL TRUST
CITIFUNDS PREMIUM TRUST
CITIFUNDS INSTITUTIONAL TRUST
THE PREMIUM PORTFOLIOS
CASH RESERVES PORTFOLIO
TAX FREE RESERVES PORTFOLIO
U.S. TREASURY RESERVES PORTFOLIO
each on behalf of its series listed on Exhibit A
attached hereto
By:____________________________________
CITI FUND
MANAGEMENT INC.
By:____________________________________
EXHIBIT A
TRUST AND FUND EFFECTIVE DATE
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CITIFUNDS TRUST III
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Citi Cash Reserves _________ __, 20__
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Citi U.S. Treasury Reserves _________ __, 20__
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CITI TAX FREE RESERVES _________ __, 20__
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CITIFUNDS FIXED INCOME TRUST
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Citi Short-Term U.S. Government Income
Fund _________ __, 20__
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CITIFUNDS MULTI-STATE TAX FREE TRUST
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Citi California Tax Free Reserves _________ __, 20__
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Citi Connecticut Tax Free Reserves _________ __, 20__
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Citi New York Tax Free Reserves _________ __, 20__
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CITIFUNDS INTERNATIONAL TRUST
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Xxxxx Xxxxxx International Large Cap Fund _________ __, 20__
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CITIFUNDS PREMIUM TRUST
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Citi Premium Liquid Reserves _________ __, 20__
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Citi Premium U.S. Treasury Reserves _________ __, 20__
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CITIFUNDS INSTITUTIONAL TRUST
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Citi Institutional Liquid Reserves _________ __, 20__
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Citi Institutional U.S. Treasury Reserves _________ __, 20__
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Citi Institutional Tax Free Reserves _________ __, 20__
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THE PREMIUM PORTFOLIOS
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Government Income Portfolio _________ __, 20__
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International Equity Portfolio _________ __, 20__
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CASH RESERVES PORTFOLIO _________ __, 20__
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TAX FREE RESERVES PORTFOLIO _________ __, 20__
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U.S. TREASURY RESERVES PORTFOLIO _________ __, 20__
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