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Exhibit h(12)
AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATIVE SERVICES PLAN
CITIFUNDS INSTITUTIONAL TRUST
March 31, 2000
Pursuant to authorization granted on May 3, 1996 by the board of
trustees of CitiFunds Institutional Trust (formerly, "Landmark Institutional
Trust"), a Massachusetts business trust (the "Trust"), the Administrative
Services Plan dated as of August 10, 1992, amended and restated as of April 15,
1993, and further amended as of September 30, 1997 (the "Plan"), is hereby
further amended by adding the following new section to the end thereof:
"16. It is understood and agreed that the shares of each Fund
may be divided into classes, and, for each Fund whose shares are so
divided into classes, notwithstanding any other provision of this Plan:
(i) the Trust shall pay the Transfer Agent and each
Shareholder Servicing Agent, from the assets represented by each class
of shares of such Fund, such compensation as may from time to time be
agreed by the Trust and the Transfer Agent or such Shareholder
Servicing Agent, as the case may be, and such compensation may differ
from class to class of such Fund;
(ii) the aggregate fee limitation in Section 5 of this Plan
shall be calculated separately for each class of shares of such Fund,
and for all classes of shares other than Class A shares, the aggregate
fee limitation shall be calculated without regard to any fees payable
under the distribution or service plan of the Trust for such shares;
(iii) this Plan may be amended to increase materially the
amount to be expended from the assets of such Fund represented by a
particular class of shares, or terminated as to a particular class of
shares, only by vote of a "majority of the outstanding voting
securities" of such class of such Fund, or, in the case of termination,
by vote of a majority of the Qualified Trustees; and
(iv) the Class C, Class D, Class E and SVB Liquid Reserves
Shares of the series of the Trust designated as CitiFunds Institutional
Liquid Reserves shall not be subject to this Plan."
This Amendment was ratified by a majority of the Trustees of the Trust
and the Qualified Trustees of the Trust (as defined in the Plan) at a meeting
held on May 5, 2000.
