Exhibit 5
INVESTMENT ADVISORY AGREEMENT
LANDMARK FIXED INCOME FUNDS -
LANDMARK INTERMEDIATE INCOME FUND
INVESTMENT ADVISORY AGREEMENT, dated as of October 27, 1992, by and
between Landmark Fixed Income Funds, a Massachusetts business trust (the
"Trust"), and CITIBANK, N.A., a national banking association ("Citibank" or the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage the Adviser to provide certain
investment advisory services for the series of the Trust designated as Landmark
Intermediate Income Fund (the "Fund"), and the Adviser is willing to provide
such investment advisory services for the Fund 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 Adviser. The Adviser shall provide the Fund with
such investment advice and supervision as the Trust may from time to
time consider necessary for the proper supervision of the Fund's
investment assets. Citibank shall act as the Adviser for the Fund and
as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held
uninvested, subject always to the restrictions of the Trust's
Declaration of Trust, dated June 23, 1986, and By-laws, as each may be
amended from time to time (respectively, the "Declaration" and the
"By-Laws"), to the provisions of the 1940 Act, and to the then-current
Prospectus and Statement of Additional Information with respect to the
Fund. The Adviser shall also make recommendations as to the manner in
which voting rights, rights to consent to corporate action and any
other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Board of Trustees of the Trust at any time,
however, make any definite determination as to investment policy
applicable to the Fund and notify the Adviser thereof in writing, the
Adviser shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf of
the Fund, all actions which it deems necessary to implement the
investment policies determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for
the Fund's account with the brokers or dealers selected by it, and to
that end the Adviser is authorized as the agent of the Trust to give
instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser is directed to seek for the Fund,
in its best judgment, prompt execution in an effective manner at the
most favorable price. Subject to this requirement of seeking the most
favorable price, securities may be bought from or sold to
broker-dealers who have furnished statistical, research and other
information or services to the Adviser or the Fund, subject to any
applicable laws, rules and regulations. In making purchases or sales of
securities or other property for the account of the Fund, the Adviser
may deal with itself or with the Trustees of the Trust or the Trust's
principal underwriter or distributor, to the extent such actions are
permitted by the 1940 Act.
2. Al]ocation of Charges and Expenses. The Adviser shall furnish at
its own expense all necessary services, facilities and personnel in
connection with its responsibilities under Section 1 above. It is
understood that the Trust will pay from the assets of the Fund all of
its own expenses allocable to the Fund including, without limitation,
compensation of Trustees not "affiliated" with the Adviser;
governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Fund; fees and expenses
of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agent, registrar or
dividend disbursing agent of the Trust; expenses of distributing and
redeeming shares and servicing shareholder accounts; expenses of
preparing, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports
to governmental officers and commissions and to shareholders of the
Fund; expenses connected with the execution, recording and settlement
of portfolio 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 shares of the
Fund; expenses of shareholder meetings; and expenses relating to the
issuance, registration and qualification of shares of the Fund.
3. Compensation of the Adviser. For the services to be rendered,
the Trust shall pay to the Adviser from the assets of the Fund an
investment advisory fee computed and paid monthly at an annual rate
equal to 0.35% of the Fund's average daily net assets for the Fund's
then-current fiscal year. If Citibank serves as Adviser for less than
the whole of any period specified in this Section 3, the compensation
to Citibank, as Adviser, shall be prorated.
4. Covenants of the Adviser. The Adviser agrees that it will not
deal with itself, or with the Trustees of the Trust or the Trust's
principal underwriter or distributor, as principals in making purchases
or sales of securities or other property for the account of the Fund,
except as permitted by the 1940 Act, will not take a long or short
position in the shares of the Fund except as permitted by the
Declaration, and will comply with all other provisions of the
Declaration and By-Laws and the then-current Prospectus and Statement
of Additional Information applicable to the Fund relative to the
Adviser and its Directors and officers.
5. Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the
execution of portfolio transactions for the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and
duties hereunder. As used in this Section 5, the term "Adviser" shall
include Directors, officers and employees of the Adviser as well as
Citibank itself.
6. Activities of the Adviser. The services of the Adviser to the
Fund are not to be deemed to be exclusive, Citibank being free to
render investment advisory and/or other services to others. It is
understood that Trustees, officers, and shareholders of the Trust are
or may be or may become interested in the Adviser, as Directors,
officers, employees, or otherwise and that Directors, officers and
employees of the Adviser are or may become similarly interested in the
Trust and that the Adviser may be or may become interested in the Trust
as a shareholder or otherwise.
7. Duration. Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above
written and shall govern the relations between the parties hereto
thereafter, and shall remain in force until September 30, 1994, on
which date it will terminate unless its continuance after September 30,
1994 is "specifically approved at least annually" (a) by the vote of a
majority of the Trustees of the Trust who are not "interested persons"
of the Trust or of the Adviser at a meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of
the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, 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".
This Agreement may be amended, only if such amendment is approved by
the "vote of a majority of the outstanding voting securities" of the Fund.
The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person", 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 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 undersigned Trustee of the Trust has executed this Agreement not
individually, but as Trustee under the Trust's Declaration of Trust, dated June
23, 1986, as amended, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Trust individually, but bind only the
Trust estate.
LANDMARK FIXED INCOME FUNDS CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Title: President Title: Vice President
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