EXHIBIT 9(d)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of February 29, 1991, 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 U.S. Treasury Reserves Portfolio (the "Trust");
and
WHEREAS, as permitted by Section 6 of the Administrative Agreement, 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: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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