Exhibit 5(b)
INVESTMENT ADVISORY AGREEMENT
LANDMARK TAX FREE INCOME FUNDS -
LANDMARK NATIONAL TAX FREE INCOME FUND
INVESTMENT ADVISORY AGREEMENT, dated as of October 21, 1993, by and
between Landmark Tax Free Income Funds, a Massachusetts business trust (the
"Trust"), and CITIBANK, N.A., a national banking association ("Citibank" or the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940 (collectively with the rules
and regulations promulgated thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage the Adviser to provide certain
investment advisory services for the series of the Trust designated as Landmark
National Tax Free Income Fund (the "Fund"), and the Adviser is willing to
provide such investment advisory services for the Fund on the terms and
conditions hereinafter set forth.
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 Adviser. The Adviser shall provide the Fund with such
investment advice and supervision as the Trust may from time to time consider
necessary for the proper supervision of the Fund's investment assets. Citibank
shall act as the Adviser for the Fund and as such shall furnish continuously an
investment program and shall determine from time to time what securities shall
be purchased, sold or exchanged and what portion of the assets of the Fund shall
be held uninvested, subject always to the restrictions of the Trust's
Declaration of Trust, dated May 27, 1986, as amended, and By-laws, as each may
be amended from time to time (respectively, the "Declaration" and the
"By-Laws"), to the provisions of the 1940 Act, and to the then-current
Prospectus and Statement of Additional Information with respect to the Fund. The
Adviser shall also make recommendations as to the manner in which voting rights,
rights to consent to corporate action and any other rights pertaining to the
Fund's portfolio securities shall be exercised. Should the Board of Trustees of
the Trust at any time, however, make any definite determination as to investment
policy applicable to the Fund and notify the Adviser thereof in writing, the
Adviser shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been
revoked. The Adviser shall take, on behalf of the Fund, all actions which it
deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
portfolio securities for the Fund's account with the brokers or dealers selected
by it, and to that end the Adviser is authorized as the agent of the Trust to
give instructions to the custodian of the Fund as to deliveries of securities
and payments of cash for the account of the Fund. In connection with the
selection of such brokers or dealers and the placing of such orders, the Adviser
is directed to seek for the Fund, in its best judgment, prompt execution in an
effective manner at the most favorable price. Subject to this requirement of
seeking the most favorable price, securities may be bought from or sold to
broker-dealers who have furnished statistical, research and other information or
services to the Adviser or the Fund, subject to any applicable laws, rules and
regulations. In making purchases or sales of securities or other property for
the account of the Fund, the Adviser may deal with itself or with the Trustees
of the Trust or the Trust's principal underwriter or distributor, to the extent
such actions are permitted by the 1940 Act.
2. Allocation of Charges and Expenses. The Adviser shall furnish at its own
expense all necessary services, facilities and personnel in connection with its
responsibilities under Section 1 above. It is understood that the Trust will pay
from the assets of the Fund all of its own expenses allocable to the Fund
including, without limitation, compensation of Trustees not "affiliated" with
the Adviser; governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Fund; fees and expenses of
independent auditors, of legal counsel and of any transfer agent, administrator,
distributor, shareholder servicing agent, registrar or dividend disbursing agent
of the Trust; expenses of distributing and redeeming shares and servicing
shareholder accounts; expenses of preparing, printing and mailing prospectuses,
statements of additional information, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of the Fund; expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Fund, including safekeeping of
funds and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of the Fund; expenses of shareholder
meetings; and expenses relating to the issuance, registration and qualification
of shares of the Fund.
3. Compensation of the Adviser. For the services to be rendered, the Trust
shall pay to the Adviser from the assets of the Fund an investment advisory fee
computed and paid monthly at an annual rate equal to 0.40% of the Fund's average
daily net assets for the Fund's then-current fiscal year. If Citibank serves as
Adviser for less than the whole of any period specified in this Section 3, the
compensation to Citibank, as Adviser, shall be prorated.
4. Covenants of the Adviser. The Adviser agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the 1940 Act,
will not take a long or short position in the shares of the Fund except as
permitted by the Declaration, and will comply with all other provisions of the
Declaration and By-Laws and the then-current Prospectus and Statement of
Additional Information applicable to the Fund relative to the Adviser and its
Directors and officers.
5. Limitation of Liability of the Adviser. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of portfolio transactions
for the Fund, except for willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. As used in this Section 5, the term "Adviser"
shall include Directors, officers and employees of the Adviser as well as
Citibank itself.
6. Activities of the Adviser. The services of the Adviser to the Fund are
not to be deemed to be exclusive, Citibank being free to render investment
advisory and/or other services to others. It is understood that Trustees,
officers, and shareholders of the Trust are or may be or may become interested
in the Adviser, as Directors, officers, employees, or otherwise and that
Directors, officers and employees of the Adviser are or may become similarly
interested in the Trust and that the Adviser may be or may become interested in
the Trust as a shareholder or otherwise.
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and shall remain in
force until October 21, 1995, on which date it will terminate unless its
continuance after October 21, 1995 is "specifically approved at least annually
(a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or of the Adviser at a meeting specifically
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than 60
days' nor less than 30 days' written notice to the other party. This Agreement
shall automatically terminate in the event of its "assignment".
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund.
The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person", and "interested persons", when used in this Agreement shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act.
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 undersigned Trustee of the Trust has executed this Agreement not
individually, but as Trustee under the Trust's Declaration of Trust, dated May
27, 1986, as amended, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Trust individually, but bind only the
Trust estate.
LANDMARK TAX FREE INCOME FUNDS CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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