Exhibit 9(c)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 9, 1990 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 International Equity Fund
(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 Trust 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 Trust 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 Trust and for
performing the administrative functions herein set forth; (b)
participation in the preparation of documents required for compliance by
the Trust 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 Trust; 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 the 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: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
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