2093L
EXHIBIT 9(d)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of March 14, 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 (the
"Administrative Agreement") with Tax Free Reserves Portfolio (the "Trust"); and
WHEREAS, as permitted by Section 7 of the Administrative Agreement, LFBDS
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 xxxxx 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, semiannual and annual reports to the Trust's
investors proxy statements and tax returns; (c) preparation of agendas
and supporting documents for and minutes of meetings of the Trustees,
Committees of Trustees and the Trust's investors; (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 with respect thereto,
nor shall the Sub-Administrator under this Agreement be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of the Trust.
2. Compensation of 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 X. Xxxxxxxx
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Title: President
CITIBANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
