Exhibit 9(a)
FORM OF SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of _________ ___, 1997, by
and between THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts
corporation (the "Sub-Administrator"), and CITIBANK, N.A., a national banking
association ("Citibank").
WITNESSETH:
WHEREAS, Citibank has been retained by certain registered open-end
management investment companies under the Investment Company Act of 1940, as
amended (the "1940 Act"), as listed on Schedule A hereto (each individually a
"Trust" and collectively the "Trusts"), to provide administrative services to
its investment portfolios, as listed on Schedule A hereto (each individually a
"Fund" and collectively the "Funds"), pursuant to separate Management
Agreements (each a "Management Agreement"), and
WHEREAS, as permitted by Section 1 of each Management Agreement, Citibank
desires to subcontract some or all of the performance of its obligations
thereunder to Sub-Administrator, and Sub-Administrator desires to accept such
obligations; and
WHEREAS, Citibank wishes to engage Sub-Administrator to provide certain
administrative services on the terms and conditions hereinafter set forth, so
long as Citibank shall have found Sub-Administrator 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 as Sub-Administrator. Subject to the supervision and
direction of Citibank, Sub-Administrator will assist in supervising
various aspects of each Trust's administrative operations and
undertakes to perform the following specific services, from and
after the effective date of this Agreement:
(a) To the extent requested by Citibank, furnish
Trust secretarial services;
(b) To the extent requested by Citibank, furnish Trust treasury
services, including the review of financial data, tax and other
regulatory filings and audit requests;
(c) To the extent requested by Citibank, provide the services of
certain persons who may be appointed as officers or Trustees of
the Trust by the Trust's Board;
(d) To the extent requested by Citibank, participate 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 and proxy statements;
(e) To the extent requested by Citibank, prepare agendas and
supporting documents for and minutes of meetings of the
Trustees, Committees of Trustees and shareholders;
(f) Maintain books and records of the Trust;
(g) To the extent requested by Citibank, provide
advice and counsel to the Trust with respect
to regulatory matters, including monitoring
regulatory and legislative developments which
may affect the Trust and assisting the Trust
in routine regulatory examinations or
investigations of the Trust, and working
closely with outside counsel to the Trust in
connection with litigation in which the Trust
is involved;
(h) To the extent requested by Citibank, generally assist in all
aspects of Trust's operations and provide general consulting
services on a day to day, as needed basis;
(i) In connection with the foregoing activities,
maintain office facilities (which may be in
the offices of Sub-Administrator or its
corporate affiliate); and
(j) In connection with the foregoing activities, furnishing
clerical services, and internal executive and administrative
services, stationary and office supplies.
Notwithstanding the foregoing, 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 a Trust, or the distribution of
beneficial interests in a Trust, nor shall Sub-Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of a Trust.
In performing all services under this Agreement, Sub-Administrative shall
(a) act in conformity with the Trust's charter documents and bylaws, the 1940
Act and other applicable laws, as the same may be amended from time to time,
(b) consult and coordinate with legal counsel for the Trust, as necessary or
appropriate, and (c) advise and report to the Trust and its legal counsel, as
necessary or appropriate, with respect to any material compliance or other
matters that come to its attention.
In performing its services under this Agreement, Sub-Administrator shall
cooperate and coordinate with Citibank as necessary and appropriate and shall
provide such information as its reasonably necessary or appropriate for
Citibank to perform its obligations to the Trust. Sub-Administrator shall
perform its obligations under this Agreement in a conscientious and diligent
manner consistent with prevailing industry standards.
2. Compensation of Sub-Administrator. For the
services to be rendered and the facilities to be
provided by Sub-Administrator hereunder,
Sub-Administrator shall be paid an administrative
fee as may from time to time be agreed to between
Citibank and 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 by both Citibank and Sub-Administrator.
4. Termination. This Agreement may be terminated by
Citibank at any time, in its entirety or as to one
or more Funds, with or without cause. This
Agreement may be terminated by the Sub-Administrator,
in its entirety or as to one or more Funds, with or without
cause, provided that Sub-Administrator has notified Citibank
of such termination in writing at least 90 days prior to
the effective date hereof.
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:
Title:
CITIBANK, N.A.
By:
Title:
Schedule A
to Sub-Administrative Services Agreement
Between
The Landmark Fund Broker-Dealer Services, Inc.
and
Citibank, N.A.
Trust Series
Citi Institutional Trust Citi Institutional Cash
Management Fund
