EXHIBIT NO. 9(c)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of March 14, 1990, by and
between Tax Free Reserves Portfolio, a New York trust (the "Trust"), and The
Landmark Funds Broker-Dealer Services, Inc., a Massachusetts corporation
("LFBDS" or the "Administrator").
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");
WHEREAS, the Board of Trustees of the Trust has adopted an Administrative
Services Plan, dated as of March 14, 1990, which is incorporated herein by
reference and pursuant to which the Trust desires to enter into this
Administrative Services Agreement; and
WHEREAS, the Trust wishes to engage LFBDS to provide certain administrative
and management services, and LFBDS is willing to provide such administrative and
management services to the Trust, 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 Administrator. Subject to the direction and control of the
Board of Trustees of the Trust, the Administrator shall perform such
administrative and management services as may time to time be reasonably
requested by the Trust, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the
administrative and management functions herein set forth; (b) arranging,
if desired by the Trust, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Trust if
duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; (c)
supervising the overall administration of the Trust, including
negotiation of contracts and fees with and the monitoring of performance
and xxxxxxxx of the Trust's transfer agent, custodian and other
independent contractors or agents; (d) preparing and, if applicable,
filing all documents required for compliance by the Trust with
applicable laws and regulations, including registration statements,
semi-annual and annual reports to the Trust's investors proxy statements
and tax returns; (e) preparation of agendas and supporting documents for
and minutes of meetings of Trustees, committees of Trustees and the
Trust's investors and (f) arranging for maintenance of books and records
of the Trust. Notwithstanding the foregoing, the Administrator shall not
be deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the Trust's assets or the rendering
of investment advice and supervision with respect thereto or the
distribution of Shares, nor shall the Administrator 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. Allocation of Charges and Expenses. LFBDS shall pay the entire salaries
and wages of all of the Trust's Trustees, officers and agents who devote
part or all of their time to the affairs of LFBDS or its affiliates, and
the wages and salaries of such persons shall not be deemed to be
expenses incurred by the Trust for purposes of this Section 2. Except as
provided in the foregoing sentence, the Trust will pay all of its own
expenses including, without limitation, compensation of Trustees not
affiliated with the Administrator; governmental fees; interest charges;
taxes; membership dues in the Investment Company Institute allocable to
the Trust; fees and expenses of the Trust's independent auditors, of
legal counsel and of any transfer agent, distributor, registrar or
dividend disbursing agent of the Trust; expenses of preparing, printing
and mailing reports, notices, proxy statements and reports to the
Trust's investors and governmental officers and commissions; expenses
connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the Trust's
custodian for all services to the Trust, including safekeeping of funds
and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of the Trust; expenses of
meetings of investors in the Trust and expenses relating to the
issuance, registration and qualification of shares of the Trust.
3. Compensation of Administrator. For the services to be rendered and the
facilities to be provided by the Administrator hereunder, the Trust
shall pay to the Administrator an administrative fee computed and paid
monthly at an annual rate not in excess of 0.05% of the Trust's average
daily net assets for its then-current fiscal year. If LFBDS serves as
Administrator for less than the whole of any period specified in this
Section 3, the compensation to LFBDS, as Administrator, shall be
prorated. For purposes of computing the fees payable to the
Administrator hereunder, the value of the Trust's net assets shall be
computed in the manner specified in the Trust's then-current
Registration Statement under the 1940 Act.
4. Limitation of Liability of the Administrator. The Administrator shall
not be liable for any error of judgment or mistake of law or for any act
or omission in the administration or management of the Trust or the
performance of its duties hereunder, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason
of the reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "Administrator" shall include LFBDS
and/or any of its affiliates and the Directors, officers and employees
of LFBDS and/or of its affiliates.
5. Activities of the Administrator. The services of the Administrator to
the Trust are not to be deemed to be exclusive, LFBDS being free to
render administrative and/or other services to other parties. It is
understood that Trustees, officers, and shareholders of the Trust are or
may become interested in the Administrator and/or any of its affiliates,
as Directors, officers, employees, or otherwise, and that Directors,
officers and employees of the Administrator and/or any of its affiliates
are or may become similarly interested in the Trust and that the
Administrator and/or any of its affiliates may be or become interested
in the Trust as an investor or otherwise.
6. 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 February 28, 1992 on which date it will
terminate unless its continuance after February 28, 1992 is
"specifically approved at least annually" (a) by the vote of a majority
of the Board of Trustees of the Trust who are not "interested persons"
of the Trust or of the Administrator 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 the "vote of a majority of the outstanding
voting securities" of the Trust as to which this Agreement is to
continue.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees of the Trust or by the "vote of a
majority of the outstanding voting securities" of the Trust, or by the
Administrator, 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".
The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", 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.
7. Subcontracting by LFBDS. LFBDS may subcontract for the performance of
LFBDS' obligations hereunder with any one or more persons; provided,
however, that LFBDS shall not enter into any such subcontract unless the
Trustees of the Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and
provided, further, that, unless the Trust otherwise expressly agrees in
writing, LFBDS shall be as fully responsible to the Trust for the acts
and omissions of any subcontractor as it would be for its own acts or
omissions.
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 March 1, 1990 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.
TAX FREE RESERVES PORTFOLIO
By /s/Xxxxxx Xxxxxxxx
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Title: President
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THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC.
By /s/Xxxxxx Xxxxxxxx
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Title: Chief Executive Officer
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