Exhibit 9(c)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of July 1, 1989, and
amended and restated as of July 16, 1992, by and between THE LANDMARK FUNDS
BROKER-DEALER SERVICES, INC., a Massachusetts corporation ("LFBDS" or the
"Administrator"), and CITIBANK, N.A., a national banking association ("Citibank"
or the "Sub-Administrator").
WITNESSETH:
WHEREAS, LFBDS has entered into an Administrative Services Agreement as
amended (the "Administrative Agreement") with Landmark Fixed Income Funds (the
'`Trust"); and
WHEREAS, as permitted by Section 7 of the Administrative Agreement, as
amended, Citibank desires to subcontract some or all of the performance of the
Administrator's obligations thereunder to Citibank, and Citibank desires to
accept such obligations; and
WHEREAS, LFBDS wishes to engage Citibank to provide certain administrative
services on the terms and conditions hereinafter set forth, so long as the
Trustees of the Landmark Funds shall have found Citibank 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 of the Sub-Administrator. The Sub-Administrator shall perform
such administrative and management services as may from time to time be
agreed to between the Administrator and the Sub-Administrator so long as
the Trustees of the Landmark Funds shall have found the
Sub-Administrator to be qualified to perform the obligations sought to
be subcontracted, which may include (a) providing office space,
equipment and clerical personnel necessary for maintaining the
organization of the Landmark Funds and for performing the administrative
functions herein set forth; (b) participation in the preparation of
documents required for compliance by the Landmark Funds with applicable
laws and regulations, including registration statements, prospectuses,
semi-annual and annual reports to shareholders, proxy statements and tax
returns; (c) preparation of agendas and supporting documents for and
minutes of meetings of the Trustees, Committees of Trustees and
shareholders; (d) arranging for maintenance of books and records of the
Landmark Funds; and (e) any other functions or obligations permitted to
or required by the Administrator. Notwithstanding the foregoing, the
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 the Trust, or the distribution of Shares of Beneficial
Interest of the Trust ("Shares"), nor shall the Sub-Administrator be
deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, custodian or
shareholder servicing agent of the Trust.
2. Compensation of Sub-Administrator. For the services to be rendered and
the facilities to be provided by the Sub-Administrator hereunder, the
Sub-Administrator shall be paid an administrative fee as may from time
to time be agreed to between the Administrator and the
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 between the Administrator and the Sub-Administrator, so long
as the Trustees of the Trust shall have found the subcontracting party
to be qualified to perform the obligations sought to be subcontracted.
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.
THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Title: Chief Executive Officer
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CITIBANK, N.A.
By: Xxxxxx X. Xxxxxxx
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Title: Vice President
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