MASTER ADMINISTRATION AGREEMENT
between
XXXXXXXX XXXX & XXXX INVESTMENT TRUST
and
INVESTORS BANK & TRUST COMPANY
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MASTER ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of March 4, 1996 by and
between STANDISH, AYER & WOOD INVESTMENT TRUST, a Massachusetts business trust
(the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
("Investors Bank").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
consisting of the separate portfolios set forth in Appendix A; and
WHEREAS, the Fund desires to retain Investors Bank to render certain
administrative services to the Fund and Investors Bank is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Investors Bank to act as
Administrator of the Fund on the terms set forth in this Agreement. Investors
Bank accepts such appointment and agrees to render the services herein set forth
for the compensation herein provided.
2. Delivery of Documents. The Fund has furnished Investors Bank with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of Investors Bank to provide certain administrative services to the
Fund and approving this Agreement;
(b) The Fund's incorporating documents filed with the state of [ the
state ] on [date] and all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of additional
information (the "Prospectus"); and
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(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for Investors Bank in the proper performance of
its duties hereunder.
The Fund will immediately furnish Investors Bank with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Fund will notify Investors Bank as soon as possible
of any matter materially affecting the performance of Investors Bank of its
services under this Agreement.
3. Duties of Administrator. Subject to the supervision and direction of
the Board of Trustees of the Fund, Investors Bank, as an Administrator,
undertakes to perform the specific services set forth in Appendix B.
In performing all services under this Agreement, Investors Bank shall
act in conformity with the Fund's Articles and By-Laws and the 1940 Act, as the
same may be amended from time to time; and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, Investors Bank has no discretion over the Fund's assets
or choice of investments and cannot be held liable for any problem relating to
such investments.
4. Fees and Expenses.
(a) For the services to be rendered by Investors Bank, as provided for
in this Agreement, the Fund will compensate Investors Bank in accordance with
the fee schedule set forth in Appendix B. Such fees do not include out-of-pocket
disbursements (as delineated on the fee schedule or other expenses with the
prior approval of the Fund's management) of Investors Bank for which Investors
Bank shall be entitled to xxxx separately.
(b) Investors Bank shall not be required to pay any expenses incurred by
the Fund.
5. Limitation of Liability.
(a) Investors Bank, its directors, officers, employees and agents shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of its obligations and
duties under this Agreement, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of such obligations and duties,
or by reason of its reckless disregard thereof. The Fund will indemnify
Investors Bank, its directors, officers, employees and agents against and hold
it and them harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit not resulting from the willful misfeasance, bad
faith or gross negligence of Investors Bank in the performance of such
obligations and duties or by reason of its reckless disregard thereof.
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(b) Investors Bank may apply to the Fund at any time for instructions
and may consult counsel for the Fund, or its own counsel, and with accountants
and other experts with respect to any matter arising in connection with its
duties hereunder, and Investors Bank shall not be liable or accountable for any
action taken or omitted by it in good faith in accordance with such instruction,
or with the opinion of such counsel, accountants, or other experts. Investors
Bank shall be protected in acting upon any document, certificate or instrument
which it reasonably believes to be genuine and to be signed or presented by the
proper person or persons. Investors Bank shall not be held to have notice of any
change of authority of any officers, employees, or agents of the Fund until
receipt of written notice thereof has been received from the Fund.
6. Termination of Agreement.
(a) This Agreement shall become effective on the date hereof and shall
remain in force unless terminated pursuant to the provisions of subsection (b)
of this Section 6, provided however that Section 5 shall survive the termination
of the Agreement.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days written notice delivered by either party to the other.
7. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or Investors Bank shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Fund: Xxxxxxxx Xxxx & Xxxx Investment Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx III
To Investors Bank: Investors Bank & Trust Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
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(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
8. Confidentiality. All books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
9. Use of Name. The Fund shall not use the name of Investors Bank or any
of its affiliates in any prospectus, sales literature or other material relating
to the Fund in a manner not approved by the Bank prior thereto in writing;
provided however, that the approval of Investors Bank shall not be required for
any use of its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
10. Limitation of Liability. A copy of the Articles is on file with the
Secretary of State of the Commonwealth of Massachusetts and notice is hereby
given that this Agreement has been executed on behalf of the Fund by an officer
of the Fund as an officer and not individually and the obligations of the Fund
arising out of this Agreement are not binding upon any of the trustees,
officers, or shareholders of the Fund individually but are binding only upon the
assets and property of the Fund. No series of the Fund shall be liable for the
obligations of any other series of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
Xxxxxxxx, Ayer & Wood Investment Trust
By: /S/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
ATTEST: /s/Xxxxxx Xxxxxxxx
Investors Bank & Trust Company
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Director
ATTEST: /s/Xxxxx Xxxxx
DATE: March 4, 1996
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APPENDIX A
Dated March 4, 1996
to
MASTER ADMINISTRATION AGREEMENT
between
XXXXXXXX, XXXX & XXXX INVESTMENT TRUST
and
INVESTORS BANK & TRUST COMPANY
dated March 4, 1996
Standish Massachusetts Intermediate Tax Exempt Bond Fund
Xxxxxxxx Intermediate Tax Exempt Bond Fund
Xxxxxxxx International Fixed Income Fund
Xxxxxxxx Fixed Income Fund
Xxxxxxxx Short-Term Asset Reserve Fund
Xxxxxxxx Equity Fund
Xxxxxxxx Small Capitalization Equity Fund
Xxxxxxxx Securitized Fund
Xxxxxxxx Global Fixed Income Fund
Xxxxxxxx Controlled Maturity Fund
Xxxxxxxx Fixed Income Fund II
Xxxxxxxx International Equity Fund
Xxxxxxxx Tax-Sensitive Equity Fund
Xxxxxxxx Small Cap Tax-Sensitive Equity Fund
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