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Exhibit m(4)
SERVICE PLAN
SERVICE PLAN, dated as of May 3, 1996, amended and restated as of
August 9, 1996 and further amended and restated as of March 31, 2000, of
CitiFunds Institutional Trust, (formerly "Landmark Institutional Trust") a
Massachusetts business trust (the "Trust"), with respect to shares of beneficial
interest of its series, CitiFunds Institutional Liquid Reserves (formerly
"Landmark Institutional Liquid Reserves") (the "Fund"), designated as SVB Liquid
Reserves Shares (formerly, "Class F" shares) of the Fund ("Shares").
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 (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and other
assets, with one of such series being the Fund;
WHEREAS, the class of shares referred to in the Service Plan dated May
3, 1996 as "Class D" shares of the Fund has been renamed "Class F" shares and
subsequently has been renamed "SVB Liquid Reserves Shares";
WHEREAS, the Trustees of the Trust desire to reduce the fees payable
with respect to the Shares pursuant to Section 2 of the Service Plan dated May
3, 1996, as amended and restated August 9, 1996;
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and the
holders of Shares, have approved this Plan by votes cast at a meeting called for
the purpose of voting hereon and on any agreements related hereto;
NOW, THEREFORE, the Trust hereby adopts this Plan for the Fund as a
plan of distribution in accordance with Rule 12b-1 under the 1940 Act, with the
terms of the Plan being as follows:
1. Distribution and Servicing Activities. Subject to the supervision
of the Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities
primarily intended to result in the sale of Shares, which activities
may include, but are not limited to (i) payments to the Trust's
Distributor for distribution services, (ii) payments to securities
dealers, financial institutions (which may include banks) and others in
respect of the sale of Shares, (iii) payments for advertising,
marketing or other promotional activity, and (iv) payments for
preparation, printing, and distribution of prospectuses and statements
of additional information and reports of the Trust with respect to the
Fund for recipients other than regulators and existing shareholders of
the Trust; and
(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may
include banks) and others for providing personal service and/or the
maintenance of accounts of holders of Shares.
The Trust is authorized to engage in the activities listed above either directly
or through other persons with which the Trust has entered into agreements
related to this Plan.
2. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan shall be determined by the Trustees of the Trust, but (a)
in no event may such expenditures for the purposes set forth in Section 1(b)
above exceed an amount calculated at the rate of 0.25% per annum of the average
daily net assets of the Fund attributable to Shares and (b) in no event may such
expenditures for the purposes set forth in Section 1(a) above exceed an amount
calculated at the rate of 0.35% per annum of the average daily net assets of the
Fund attributable to Shares. Payments pursuant to this Plan may be made directly
by the Trust or to other persons with which the Trust has entered into
agreements related to this Plan. For purposes of determining the fees payable
under this Plan, the value of the Fund's average daily net assets attributable
to Shares shall be computed in the manner specified in the Fund's then-current
prospectus and statement of additional information.
3. Trust's Expenses. The Trust shall pay all expenses of its
operations, including the following, and such expenses shall not constitute
expenditures under this Plan: compensation of Trustees who are not "interested
persons" of the Trust; governmental fees; interest charges; 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, 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 shareholders; expenses relating to the issuance, registration and
qualification of shares; and such non-recurring or extraordinary expenses as may
arise, including those relating to actions, suits or proceedings to which the
Trust may be a party and the legal obligation which the Trust may have to
indemnify its Trustees and officers with respect thereto.
4. Term and Termination. (a) This Plan shall become effective as to the
Fund upon (i) approval by a vote of at least a majority of the outstanding
voting securities (as defined in the 1940 Act) of Shares of the Fund, and (ii)
approval by a majority of the Trustees of the Trust and a majority of the
Non-Interested Trustees cast in person at a meeting called for the purpose of
voting on this Plan. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Non-Interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities, as defined in the 1940 Act, of Shares of
the Fund.
5. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the Fund, and no material amendment to
this Plan shall be made unless approved in the manner provided for annual
renewal of this Plan in Section 4(a) hereof.
6. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
7. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
9. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the provisions
of the 1940 Act.
