Exhibit 9(c)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of July 1,1989 and amended
and restated as of May 24,1990 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 Funds I (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 under this Agreement 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 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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SASA/LFI
