Exhibit 9(a)
FORM OF AMENDED AND RESTATED
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 5, 1997,
and amended and restated as of __________ __, 1998 by and between CFBDS, INC.,
a Massachusetts corporation (the "Sub-Administrator"), and CITIBANK, N.A., a
national banking association ("Citibank").
W I T N E S S E T H :
WHEREAS, Citibank has been retained by certain registered open-end
management investment companies under the Investment Company Act of 1940, as
amended (the "1940 Act"), as listed on Schedule A hereto (each individually a
"Trust" and collectively the "Trusts"), to provide administrative services to
its investment portfolios, as listed on Schedule A hereto (each individually a
"Fund" and collectively the "Funds"), pursuant to separate Management
Agreements (each a "Management Agreement"), and
WHEREAS, as permitted by Section 1 of each Management Agreement,
Citibank desires to subcontract some or all of the performance of its
obligations thereunder to Sub-Administrator, and Sub-Administrator desires to
accept such obligations; and
WHEREAS, Citibank wishes to engage Sub-Administrator to provide certain
administrative services on the terms and conditions hereinafter set forth, so
long as Citibank shall have found Sub-Administrator to be qualified to perform
the obligations sought to be subcontracted.
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 as Sub-Administrator. Subject to the supervision and
direction of Citibank, Sub-Administrator will assist in supervising various
aspects of each Trust's administrative operations and undertakes to perform the
following specific services, from and after the effective date of this
Agreement:
(a) To the extent requested by Citibank, furnish Trust secretarial
services;
(b) To the extent requested by Citibank, furnish Trust treasury
services, including the review of financial data, tax and other
regulatory filings and audit requests;
(c) To the extent requested by Citibank, provide the services of
certain persons who may be appointed as officers or Trustees of
the Trust by the Trust's Board;
(d) To the extent requested by Citibank, participate in the
preparation of documents required for compliance by the Trust
with applicable laws and regulations, including registration
statements, prospectuses, semi-annual and annual reports to
shareholders and proxy statements;
(e) To the extent requested by Citibank, prepare agendas and
supporting documents for and minutes of meetings of the
Trustees, Committees of Trustees and shareholders;
(f) Maintain books and records of the Trust;
(g) To the extent requested by Citibank, provide advice and counsel
to the Trust with respect to regulatory matters, including
monitoring regulatory and legislative developments which may
affect the Trust and assisting the Trust in routine regulatory
examinations or investigations of the Trust, and working closely
with outside counsel to the Trust in connection with litigation
in which the Trust is involved;
(h) To the extent requested by Citibank, generally assist in all
aspects of Trust's operations and provide general consulting
services on a day to day, as needed basis;
(i) In connection with the foregoing activities, maintain office
facilities (which may be in the offices of Sub-Administrator or
its corporate affiliate); and
(j) In connection with the foregoing activities, furnishing clerical
services, and internal executive and administrative services,
stationery and office supplies.
Notwithstanding the foregoing, Sub-Administrator under this Agreement
shall not be deemed to have assumed any duties with respect to, and shall not
be responsible for, the management of a Trust, or the distribution of
beneficial interests in a Trust, nor shall Sub-Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of a Trust.
In performing all services under this Agreement, Sub-Administrator
shall (a) act in conformity with the Trust's charter documents and bylaws, the
1940 Act and other applicable laws, as the same may be amended from time to
time, (b) consult and coordinate with legal counsel for the Trust, as necessary
or appropriate, and (c) advise and report to the Trust and its legal counsel,
as necessary or appropriate, with respect to any material compliance or other
matters that come to its attention.
In performing its services under this Agreement, Sub-Administrator
shall cooperate and coordinate with Citibank as necessary and appropriate and
shall provide such information as its reasonably necessary or appropriate for
Citibank to perform its obligations to the Trust. Sub-Administrator shall
perform its obligations under this Agreement in a conscientious and diligent
manner consistent with prevailing industry standards.
2. Compensation of Sub-Administrator. For the services to be rendered
and the facilities to be provided by Sub-Administrator hereunder,
Sub-Administrator shall be paid an administrative fee as may from time to time
be agreed to between Citibank and Sub-Administrator.
3. Additional Terms and Conditions. The parties may amend this
agreement and include such other terms and conditions as may from time to time
be agreed to by both Citibank and Sub-Administrator.
4. Termination. This Agreement may be terminated by Citibank at any
time, in its entirety or as to one or more Funds, with or without cause. This
Agreement may be terminated by the Sub-Administrator, in its entirety or as to
one or more Funds, with or without cause, provided that Sub-Administrator has
notified Citibank of such termination in writing at least 90 days prior to the
effective date thereof.
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.
CFBDS, INC. CITIBANK, N.A.
By:__________________________ By:______________________________
Title:_______________________ Title:___________________________
Schedule A
to Sub-Administrative Services Agreement
Between
CFBDS, Inc.
and
Citibank, N.A.
Trust Series
CitiFunds International Trust CitiFunds International Growth
& Income Portfolio
CitiFunds Trust II CitiFunds Small Cap Value
Portfolio
CitiFunds Growth & Income
Portfolio
CitiFunds Diversified U.S.
Equity Portfolio
