EXHIBIT 99.9(a)
XXXXX XXXXX MUNICIPALS TRUST
AMENDED ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of June, 1995, between Xxxxx Xxxxx Municipals
Trust, a Massachusetts business trust (the "Trust") on behalf of each of its
series listed on Schedule A (the "Funds") and Xxxxx Xxxxx Management, a
Massachusetts business Trust, (the "Administrator").
IN CONSIDERATION of the mutual promises and undertakings herein contained,
the parties hereto agree with respect to each Fund:
1. Duties of the Administrator. The Trust hereby employs the Administrator
to act as administrator of the Fundand to administer its affairs, subject to
the supervision of the Trustees of the Trust, for the period and on the terms
set forth in this Agreement.
The Administrator hereby accepts such employment, and undertakes to afford
to the Trust the advice and assistance of the Administrator's organization in
the administration of the Fund
and to furnish for the use of the Fund office
space and all necessary office facilities, equipment and personnel for
administering the affairs of the Fund and to pay the salaries and fees of all
officers and Trustees of the Trust who are members of the Administrator's
organization and all personnel of the Administrator performing services relating
to administrative activities. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent 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 Fund's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of the Fund, nor
shall the Administrator 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 or the Fund. It is intended that the
assets of the Fund will be invested in an interest in a registered open-end
investment company having substantially the same investment objective, policies
and restrictions as the Fund (the "Portfolio"). Boston Management and Research
("BMR"), an affiliate of the Administrator, currently acts as investment adviser
to the Portfolio under an Investment Advisory Agreement between the Portfolio
and BMR.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and fees of all of the Trust's Trustees and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees 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 Administrator shall not pay any expenses relating to the Trust or
the Fund including, without implied limitation, (i) expenses of maintaining the
Fund and continuing its existence, (ii) registration of the Trust under the
Investment Company Act of 1940, (iii) commissions, fees and other expenses
connected with the acquisition, disposition and valuation of securities and
other investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust,
the Fund and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Fund and of the Fund's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Fund
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation and expenses of Trustees of the Trust who are not members of the
Adviser's organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
3. Compensation of Administrator. The Board of Trustees of the Trust have
currently determined that, based on the current level of compensation payable to
BMR by the Portfolio under the Portfolio's present Investment Advisory Agreement
with BMR, the Administrator shall receive no compensation from the Trust or the
Fund in respect of the services to be rendered and the facilities to be provided
by the Administrator under this Agreement. If the Trustees determine that the
Trust or Fund, should compensate the Administrator for such services and
facilities, such compensation shall be set forth in a new agreement or in an
amendment to this Agreement to be entered into by the parties hereto.
4. Other Interests. It is understood that Trustees and officers of the
Trust and shareholders of the Fund are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Fund, and that the Administrator
may be or become interested in the Fund as shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
which may include the words "Xxxxx Xxxxx" or "Xxxxx & Xxxxxx" or "Xxxxx Xxxxxxx"
or any combination thereof as part of their name, and that the Administrator or
its subsidiaries or affiliates may enter into advisory or management or
administration agreements or other contracts or relationships with such other
companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust and the Fund are not to be deemed to be exclusive,
the Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or the Fund or to any shareholder of the Fund for any act or omission in
the course of, or connected with, rendering services hereunder or for any losses
which may be sustained in the acquisition, holding or disposition of any
security or other investment.
6. Sub-Administrators. The Administrator may employ one or more sub-
administrators from time to time to perform such of the acts and services of the
Administrator and upon such terms and conditions as may be agreed upon between
the Administrator and such sub- administrators and approved by the Trustees of
the Trust.
7. Duration and Termination of this Agreement. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including February
28, 1996 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 1996 is specifically
approved at least annually (i) by the Board of Trustees of the Trust and (ii) by
the vote of a majority of those Trustees of the Trust who are not interested
persons of the Administrator or the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of Trustees of the Trust or the trustee of the Administrator,
as the case may be, and the Trust may, at any time upon such written notice to
the Administrator, terminate this Agreement by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate
automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Administrator or the
Trust, and (ii) by vote of the Board of Trustees of the Trust. Additional series
of the Trust, however, will become a Fund hereunder upon approval by the
Trustees of the Trust and amendment of Schedule A.
9. Limitation of Liability. The Fund shall not be responsible for the
obligations of any other series of the Trust. The Administrator expressly
acknowledges the provision in the Declaration of Trust of the Trust limiting the
personal liability of shareholders of the Fund and of the officers and Trustees
of the Trust, and the Administrator hereby agrees that it shall have recourse to
the Trust or the Fund for payment of claims or obligations as between the Trust
or the Fund and the Administrator arising out of this Agreement and shall not
seek satisfaction from the shareholders or any shareholder of the Fund or from
the officers or Trustees of the Trust.
10. Use of the Name "Xxxxx Xxxxx." The Administrator hereby consents to the
use by the Fund of the name "Xxxxx Xxxxx" as part of the Fund's name; provided,
however, that such consent shall be conditioned upon the employment of the
Administrator or one of its affiliates as the administrator of the Fund. The
name "Xxxxx Xxxxx" or any variation thereof may be used from time to time in
other connections and for other purposes by the Administrator and its affiliates
and other investment companies that have obtained consent to the use of the name
"Xxxxx Xxxxx." The Administrator shall have the right to require the Fund to
cease using the name "Xxxxx Xxxxx" as part of the Fund's name if the Fund
ceases, for any reason, to employ the Administrator or one of its affiliates as
the Fund's administrator. Future names adopted by the Fund for itself, insofar
as such names include identifying words requiring the consent of the
Administrator, shall be the property of the Administrator and shall be subject
to the same terms and conditions.
11. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of the Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b) more than
50 per centum of the outstanding shares of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
XXXXX XXXXX MUNICIPALS TRUST XXXXX XXXXX MANAGEMENT
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxx
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President Vice President and not individually
SCHEDULE A
XXXXX XXXXX MUNICIPALS TRUST
AMENDED ADMINISTRATIVE SERVICES AGREEMENT
DATED JUNE 19, 1995
EV Classic Alabama Tax Free Fund EV Marathon Missouri Tax Free Fund
EV Marathon Alabama Tax Free Fund EV Classic National Municipals Fund
EV Classic Arizona Tax Free Fund EV Marathon National Municipals Fund
EV Marathon Arizona Tax Free Fund EV Traditional National Municipals Fund
EV Classic Arkansas Tax Free Fund EV Classic New Jersey Tax Free Fund
EV Marathon Arkansas Tax Free Fund EV Marathon New Jersey Tax Free Fund
EV Classic Colorado Tax Free Fund EV Traditional New Jersey Tax Free Fund
EV Marathon Colorado Tax Free Fund EV Classic New York Tax Free Fund
EV Classic Connecticut Tax Free Fund EV Marathon New York Tax Free Fund
EV Marathon Connecticut Tax Free Fund EV Traditional New York Tax Free Fund
EV Traditional Connecticut Tax Free Fund EV Classic North Carolina Tax Free Fund
EV Classic Florida Tax Free Fund EV Marathon North Carolina Tax Free Fund
EV Marathon Florida Tax Free Fund EV Classic Ohio Tax Free Fund
EV Traditional Florida Tax Free Fund EV Marathon Ohio Tax Free Fund
EV Classic Georgia Tax Free Fund EV Classic Oregon Tax Free Fund
EV Marathon Georgia Tax Free Fund EV Marathon Oregon Tax Free Fund
EV Classic Kentucky Tax Free Fund EV Classic Pennsylvania Tax Free Fund
EV Marathon Kentucky Tax Free Fund EV Marathon Pennsylvania Tax Free Fund
EV Classic Louisiana Tax Free Fund EV Traditional Pennsylvania Tax Free Fund
EV Marathon Louisiana Tax Free Fund EV Classic Rhode Island Tax Free Fund
EV Classic Maryland Tax Free Fund EV Marathon Rhode Island Tax Free Fund
EV Marathon Maryland Tax Free Fund EV Classic South Carolina Tax Free Fund
EV Classic Massachusetts Tax Free Fund EV Marathon South Carolina Tax Free Fund
EV Marathon Massachusetts Tax Free Fund EV Classic Tennessee Tax Free Fund
EV Classic Michigan Tax Free Fund EV Marathon Tennessee Tax Free Fund
EV Marathon Michigan Tax Free Fund EV Classic Texas Tax Free Fund
EV Classic Minnesota Tax Free Fund EV Marathon Texas Tax Free Fund
EV Marathon Minnesota Tax Free Fund EV Classic Virginia Tax Free Fund
EV Classic Mississippi Tax Free Fund EV Marathon Virginia Tax Free Fund
EV Marathon Mississippi Tax Free Fund EV Classic West Virginia Tax Free Fund
EV Classic Missouri Tax Free Fund EV Marathon West Virginia Tax Free Fund
Massachusetts Municipal Bond Portfolio
AMENDED SCHEDULE A
XXXXX XXXXX MUNICIPALS TRUST
AMENDED ADMINISTRATIVE SERVICES AGREEMENT
EFFECTIVE: SEPTEMBER 29, 1995
EV Classic Alabama Tax Free Fund EV Classic Missouri Tax Free Fund
EV Marathon Alabama Tax Free Fund EV Marathon Missouri Tax Free Fund
EV Classic Arizona Tax Free Fund EV Classic National Municipals Fund
EV Marathon Arizona Tax Free Fund EV Marathon National Municipals Fund
EV Classic Arkansas Tax Free Fund EV Traditional National Municipals Fund
EV Marathon Arkansas Tax Free Fund EV Classic New Jersey Tax Free Fund
EV Classic California Municipals Fund* EV Marathon New Jersey Tax Free Fund
EV Marathon California Municipals Fund* EV Traditional New Jersey Tax Free Fund
EV Traditional California Municipals Fund* EV Classic New York Tax Free Fund
EV Classic Colorado Tax Free Fund EV Marathon New York Tax Free Fund
EV Marathon Colorado Tax Free Fund EV Traditional New York Tax Free Fund
EV Classic Connecticut Tax Free Fund EV Classic North Carolina Tax Free Fund
EV Marathon Connecticut Tax Free Fund EV Marathon North Carolina Tax Free Fund
EV Traditional Connecticut Tax Free Fund EV Classic Ohio Tax Free Fund
EV Classic Florida Tax Free Fund EV Marathon Ohio Tax Free Fund
EV Marathon Florida Tax Free Fund EV Classic Oregon Tax Free Fund
EV Traditional Florida Tax Free Fund EV Marathon Oregon Tax Free Fund
EV Classic Georgia Tax Free Fund EV Classic Pennsylvania Tax Free Fund
EV Marathon Georgia Tax Free Fund EV Marathon Pennsylvania Tax Free Fund
EV Classic Kentucky Tax Free Fund EV Traditional Pennsylvania Tax Free Fund
EV Marathon Kentucky Tax Free Fund EV Classic Rhode Island Tax Free Fund
EV Classic Louisiana Tax Free Fund EV Marathon Rhode Island Tax Free Fund
EV Marathon Louisiana Tax Free Fund EV Classic South Carolina Tax Free Fund
EV Classic Maryland Tax Free Fund EV Marathon South Carolina Tax Free Fund
EV Marathon Maryland Tax Free Fund EV Classic Tennessee Tax Free Fund
EV Classic Massachusetts Tax Free Fund EV Marathon Tennessee Tax Free Fund
EV Marathon Massachusetts Tax Free Fund EV Classic Texas Tax Free Fund
EV Classic Michigan Tax Free Fund EV Marathon Texas Tax Free Fund
EV Marathon Michigan Tax Free Fund EV Classic Virginia Tax Free Fund
EV Classic Minnesota Tax Free Fund EV Marathon Virginia Tax Free Fund
EV Marathon Minnesota Tax Free Fund EV Classic West Virginia Tax Free Fund
EV Classic Mississippi Tax Free Fund EV Marathon West Virginia Tax Free Fund
EV Marathon Mississippi Tax Free Fund Massachusetts Municipal Bond Portfolio
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*This Fund is a successor in operations to a Fund which was reorganized,
effective October 1, 1995.
