Exhibit h(2)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of September 5, 2000, 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 Citibank, N.A., a
national banking association ("Citibank" or 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;
WHEREAS, the Board of Trustees of each Trust has adopted an Administrative
Services Plan (as amended and in effect from time to time, each a "Plan," and
collectively, the "Plans"), which are incorporated herein by reference and
pursuant to which each Trust desires to enter into this Administrative Services
Agreement; and
WHEREAS, each Trust wishes to engage Citibank to provide certain
administrative and management services for the Trusts and the Funds, and
Citibank 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. Citibank 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 Citibank 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. Subject to paragraph 5 of the Plan, 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 Citibank serves as Administrator for
less than the whole of any period specified in this Section 3, the compensation
to Citibank, 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 Citibank and/or any of its affiliates and
the directors, officers and employees of Citibank 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, Citibank 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 Citibank. Citibank may subcontract for the
performance of Citibank's obligations hereunder with any one or more persons;
provided, however, that Citibank 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, Citibank
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 indefinitely, provided that its
continuance is "specifically approved at least annually" (a) by the vote of a
majority of the Board of Trustees of that 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 that
Trust or by the "vote of a majority of the outstanding voting securities" of
each Fund which is a series of that Trust 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 Citibank or of any entity which holds a
controlling interest of any class of voting stock of Citibank or another such
entity. 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 "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 THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
CITIFUNDS TRUST III
CITIFUNDS 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:
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CITIBANK, N.A.
By:
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EXHIBIT A
TRUST AND FUND EFFECTIVE DATE
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CITIFUNDS TRUST III
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CitiFunds Cash Reserves _________ __, 2000
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CitiFunds U.S. Treasury Reserves _________ __, 2000
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CITIFUNDS TAX FREE RESERVES _________ __, 2000
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CITIFUNDS FIXED INCOME TRUST
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Citi ShortTerm U.S. Government Income Fund September 5, 2000
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CITIFUNDS MULTISTATE TAX FREE TRUST
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CitiFunds California Tax Free Reserves __________ __, 2000
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CitiFunds Connecticut Tax Free Reserves __________ __, 2000
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CitiFunds New York Tax Free Reserves __________ __, 2000
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CITIFUNDS INTERNATIONAL TRUST
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Xxxxx Xxxxxx International Growth Fund September 11, 2000
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CITIFUNDS PREMIUM TRUST
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CitiFunds Premium Liquid Reserves __________ __, 2000
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CitiFunds Premium U.S. Treasury Reserves __________ __, 2000
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CITIFUNDS INSTITUTIONAL TRUST
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CitiFunds Institutional Liquid Reserves __________ __, 2000
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CitiFunds Institutional U.S. Treasury Reserves __________ __, 2000
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CitiFunds Institutional Tax Free Reserves __________ __, 2000
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THE PREMIUM PORTFOLIOS
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Government Income Portfolio September 5, 2000
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International Equity Portfolio September 11, 2000
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CASH RESERVES PORTFOLIO __________ __, 2000
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TAX FREE RESERVES PORTFOLIO __________ __, 2000
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U.S. TREASURY RESERVES PORTFOLIO __________ __, 2000
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