Exhibit 9(b)
ADMINISTRATIVE SERVICES
AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of April 15, 1993, by and
between Landmark International Equity Fund a Massachusetts business trust (the
"Trust"), and THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts
corporation ("LFBDS" or the "Administrator").
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");
WHEREAS, the Shares of Beneficial Interest of the Trust (the "Shares") may
be divided in the future into one or more separate series (the "Funds");
WHEREAS, the Board of Trustees of the Trust has adopted an Administrative
Services Plan, dated as of August 9, 1990 (as amended and in effect from time to
time, the "Plan"), which is incorporated herein by reference and pursuant to
which the Trust desires to enter into this Administrative Services Agreement;
and
WHEREAS, the Trust wishes to engage LFBDS to provide certain administrative
and management services, and LFBDS is willing to provide such administrative and
management services to the Trust, 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 Administrator. Subject to the direction and control of
the Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may from time to time be
reasonably requested by the Trust, which shall include without limitation:
(a) providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Trust, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Trust if duly
elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by law; (c) supervising the overall
administration of the Trust, including negotiation of contracts and fees
with and the monitoring of performance and xxxxxxxx of the Trust's transfer
agent, shareholder servicing agents, custodian and other independent
contractors or agents; (d) preparing and, if applicable, filing all
documents required for compliance by the Trust with applicable laws and
regulations, including registration statements, prospectuses and statements
of additional information, semi-annual and annual reports to shareholders,
proxy statements and tax returns; (e) preparation of agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees
and shareholders; and (f) arranging for maintenance of books and records of
the Trust. Notwithstanding the foregoing, the Administrator shall not be
deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the Trust's assets or the rendering of
investment advice and supervision with respect thereto or the distribution
of the Shares, nor shall the 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. Allocation of Charges and Expenses. LFBDS shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of LFBDS or its affiliates,
and the wages and salaries of such persons shall not be deemed to be
expenses incurred by the Trust for purposes of this Section 2. Except as
provided in the foregoing sentence, the Trust will pay all of its own
expenses including, without limitation, compensation of Trustees not
affiliated with the Administrator; governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to the
Trust; fees and expenses of the Trust's investment adviser or advisers;
fees and expenses of independent auditors, of legal counsel and of any
transfer agent, 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 and statements of additional information,
reports, notices, proxy statements and reports to shareholders and
governmental officers and commissions; expenses connected with the
execution, recording and settlement of portfolio security transactions;
insurance premiums; fees and expenses of the Trust's custodian for all
services to the Trust, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net
asset value of shares of the Trust; expenses of shareholder meetings; and
expenses relating to the issuance, registration and qualification of shares
of the Trust.
3. Compensation of Administrator. Subject to paragraph 5 of the Plan,
for the services to be rendered and the facilities to be provided by the
Administrator hereunder, the Trust shall pay to the Administrator an
administrative fee from the assets of the Trust or of each Fund, if any, as
may be agreed to from time to time by the Trust and the Administrator. If
LFBDS serves as Administrator for less than the whole of any period
specified in this Section 3, the compensation to LFBDS, as Administrator,
shall be prorated. For purposes of computing the fees payable to the
Administrator hereunder, the value of the net assets of the Trust or of any
Fund shall be computed in the manner specified in the Trust's then-current
prospectus and statement of additional information.
4. "Landmark Funds" Name. The Trust hereby acknowledges that any and all
rights in or to the names "Landmark" and "Landmark Funds" which exist on
the date of this Agreement or which may arise hereafter are, and under any
and all circumstances shall continue to be, the sole property of LFBDS;
that LFBDS may assign any or all of such rights to another party or parties
without the consent of the Trust; and that LFBDS may permit other parties,
including other investment companies, to use the word "Landmark" or the
words "Landmark Funds" in their names. If LFBDS, or its assignee as the
case may be, ceases to serve as the Administrator of the Trust, the Trust
hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name so as to delete the word "Landmark" or the
words "Landmark Funds".
5. Limitation of Liability of the Administrator. The Administrator shall
not be liable for any error of judgment or mistake of law or for any act or
omission in the administration or management of the Trust or the
performance of its duties hereunder, except for wilful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
the reckless disregard of its obligations and duties hereunder. As used in
this Section 5, the term "Administrator" shall include LFBDS and/or any of
its affiliates and the Directors, officers and employees of LFBDS and/or
any of its affiliates.
6. Activities of the Administrator. The services of the Administrator to
the Trust are not to be deemed to be exclusive, LFBDS being free to render
administrative and/or other services to other parties. It is understood
that Trustees, officers, and shareholders of the Trust are or may become
interested in the Administrator and/or any of its affiliates, as Directors,
officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may
become similarly interested in the Trust and that the Administrator and/or
any of its affiliates may be or become interested in the Trust as a
shareholder or otherwise.
7. Subcontracting by LFBDS. LFBDS may subcontract for the performance of
LFBDS' obligations hereunder with any one or more persons; provided,
however, that LFBDS shall not enter into any such subcontract unless the
Trustees of the Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and
provided, further, that, unless the Trust otherwise expressly agrees in
writing, LFBDS shall be as fully responsible to the Trust for the acts and
omissions of any subcontractor as it would be for its own acts or
omissions.
8. Duration and Termination 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 [DATE] on which date it will terminate unless its
continuance after [DATE] is "specifically approved at least annually" (a)
by the vote of a majority of the Board of Trustees of the Trust who are not
"interested persons" of the Trust or of the Administrator 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 the "vote of a majority of the
outstanding voting securities" of the Trust or each Fund, if any, as to
which this Agreement is to continue, and provided, however, that the term
"assignment" shall include (without limitation) any sale, transfer or
conversion of a controlling interest of any class of voting stock of LFBDS
or of any entity which holds a controlling interest of any class of voting
stock of LFBDS or another such entity.
This Agreement may be terminated as to the Trust or any Fund at any time,
without the payment of any penalty, by the Board of Trustees of the Trust or by
the "vote of a majority of the outstanding voting securities" of such Trust or
Fund, or by the Administrator, 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".
The terms "specifically approved at least annually", "vote of a majority of
the outstanding voting securities", "assignment", 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,
"hereunto duly authorized, all as of the day and year first above written. The
undersigned Trustee or officer of the Trust has executed this Agreement not
individually, but as Trustee or officer under the Trust's Declaration of Trust,
dated August 7, 1990, as amended, and the obligations of this Agreement are not
binding upon any of the Trustees, officers or shareholders of the Trust
individually, but bind only the Trust estate.
LANDMARK INTERNATIONAL THE LANDMARK FUNDS BROKER-
EQUITY FUND DEALER SERVICES, INC.
By: Xxxxxx Xxxxxxxx By Xxxxxx Xxxxxxxx
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Title: President Title: Chief Executive Officer
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