ADMINISTRATION AGREEMENT The Wright Managed Equity Trust
The Xxxxxx Managed Equity
Trust
AGREEMENT
made as of the 1st day of December 2009, by and between The Xxxxxx Managed
Equity Trust, a Massachusetts business trust (the “Trust”), on behalf of each of
the Funds listed on Appendix A hereto, as it may be amended from time to time
(collectively, the “Funds”), and Xxxxxx Investors’ Service, Inc., a Connecticut
corporation (the “Administrator”).
The Trust
is an open-end, management investment company, registered under the Investment
Company Act of 1940, as amended (the “1940 Act”).
The Trust
desires the Administrator to render administrative services to the Trust and to
arrange for certain other services needed by the Trust, and the Administrator is
willing to render and arrange for such services upon the terms and conditions
hereinafter set forth. Pursuant to Section 3 of the current
Investment Advisory Agreement between the Trust and the Trust’s investment
adviser (the “Investment Advisory Agreement”), the Trust is responsible for
paying, among other things, the administration fee payable to the Trust’s
administrator.
NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
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1.
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Administrative and
Other Services.
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a.
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Subject
to the general supervision of the Board of Trustees of the Trust, the
Administrator shall provide certain administrative services to the
Trust. Specifically, the Administrator shall (i) provide
supervision of all aspects of the Trust’s operations not specifically
delegated to the Trust’s investment adviser in Section 1 of the Investment
Advisory Agreement; (ii) provide the Trust with personnel to perform such
executive, administrative, accounting and clerical services as are
reasonably necessary to provide effective administration of the Trust;
(iii) arrange for, (a) the preparation for the Trust of all required tax
returns, (b) the preparation and submission of reports to existing
shareholders and (c) the periodic updating of the Trust’s prospectus and
statement of additional information and the preparation of reports filed
with the Securities and Exchange Commission and other regulatory
authorities; (iv) maintain all of the Trust’s records not required to be
maintained by the investment adviser pursuant to the Investment Advisory
Agreement; and (v) provide the Trust with adequate office space and all
necessary office equipment and services, including, without limitation,
telephone service, heat, utilities, stationery supplies and similar
items.
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b.
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The
Administrator shall supervise the performance of services by the Trust’s:
(i) custodian (ii)
transfer agent; (iii) fund accounting agent; and (iv) other service
providers.
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c.
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The
Administrator shall also provide to the Trust’s Board of Trustees such
periodic and special reports as the Board may reasonably request,
including but not limited to reports concerning the services of the
administrator, custodian, and fund accounting and transfer
agents. 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.
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d.
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The
services hereunder are not deemed exclusive and the Administrator shall be
free to render similar services to others so long as its services under
this Agreement are not impaired
thereby.
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2.
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Allocation of Charges
and Expenses. Except as otherwise provided in Section 1
above and this Section 2, the Administrator shall pay all costs it incurs
in connection with the performance of its duties under Section 1 of this
Agreement. The Administrator shall pay the compensation and
expenses of all of its personnel. The Administrator shall not
be required to pay any expenses of the Trust other than those specifically
allocated to the Administrator in this Section 2. In
particular, but without limiting the generality of the foregoing, the
Administrator shall not be required to
pay:
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(i)
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fees
and expenses of any investment adviser of the
Trust;
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(ii)
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charges
and expenses for fund accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of the investment adviser or its affiliates, office space and
facilities and personnel compensation, training and
benefits;
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(iii)
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the
charges and expenses of auditors;
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(iv)
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the
charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the
Trust;
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(v)
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issue
and transfer taxes chargeable to a Fund in connection with securities
transactions to which the Fund is a
party;
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(vi)
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insurance
premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the Trust to
federal, state or other governmental
agencies;
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(vii)
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fees
and expenses involved in registering and maintaining registrations of the
Trust and/or its shares with the Commission, state or blue sky securities
agencies and foreign countries, including the preparation of prospectuses
and statements of additional information for filing with the
Commission;
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(viii)
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all
expenses of shareholders’ and Trustees’ meetings and of preparing,
printing and distributing prospectuses, notices, proxy statements, and
reports to shareholders and reports to governmental
agencies;
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(ix)
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charges
and expenses of legal counsel to the Trust and the Trustees who are not
interested persons of the Trust;
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(x)
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any
distribution fees paid by a Fund in accordance with Rule 12b-1 under the
1940 Act;
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(xi)
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compensation
of those Trustees of the Trust who are not affiliated with or interested
persons of the investment adviser or the Trust (other than as
Trustees)
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(xii)
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the
cost of preparing and printing share certificates;
and
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(xiii)
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interest
on borrowed money, if any.
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3.
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Compensation of the
Administrator.
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a.
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For
all services to be rendered and payments made as provided in Sections 1
and 2 hereof, the Trust shall cause each Fund to pay the Administrator on
the last day of each month a fee at an annual rate equal to a percentage
of the average daily net assets of such Fund as set forth in Appendix A
hereto. The “average daily net assets” of a Fund shall be
determined in accordance with the Trust’s Declaration of Trust or
otherwise consistent with the 1940 Act and the rules
thereunder.
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b.
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The
Administrator may from time to time agree not to impose all or a portion
of its fee otherwise payable hereunder (in advance of the time such fee or
portion thereof would otherwise accrue) and/or undertake to pay or
reimburse any Fund for all or a portion of its expenses not otherwise
required to be borne or reimbursed by the Administrator. Any
such fee reduction or undertaking may be discontinued or modified by the
Administrator at any time.
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4.
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Other
Interests. The Trustees and officers of the Trust and
shareholders of the Funds are or may be or become interested in the
Administrator as directors, officers, employees, shareholders or otherwise
and that directors, officers, employees and shareholders of the
Administrator are or may be or become similarly interested in the Funds,
and that the Administrator may be or become interested in the Funds as a
shareholder or otherwise. Directors, 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) controlling, controlled by or under common control
with the Administrator or which the Administrator may in the future
organize, sponsor or acquire, or with which it may merge or consolidate,
and which may include the words “Xxxxxx” or any combination or derivation
thereof as part of their name. The Administrator or its
affiliates may enter into advisory or management or administration
agreements or other contracts or relationships with such other companies
or entities.
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5.
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Sub-Administrators. The
Administrator may employ, at its own expense, 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. The Administrator shall promptly and from
time to time notify the Board of Trustees of the Trust of all such
sub-administrators.
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6.
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Limitation of
Liability of Administrator and Trust. The Administrator
shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties
under this Agreement. Any person, even though also employed by
the Administrator, who may be or become an employee of and paid by the
Trust shall be deemed, when acting within the scope of his employment by
the Trust, to be acting in such employment solely for the Trust and not as
the Administrator’s employee or agent. None of the trustees,
officers, agents or shareholders of the Trust shall be personally liable
hereunder or are assuming any personal liability for obligations entered
into on behalf of the Trust. All persons dealing with the Trust
must look solely to the property of the Trust for the enforcement of any
claims against the Trust. No Fund shall be liable for any
claims against any other Fund of the
Trust.
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7.
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Duration and
Termination of this Agreement. This Agreement shall
become effective on the date hereof. Unless terminated as
herein provided, this Agreement shall remain in full force and effect
until March 31, 2011 and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a
majority of the Board of Trustees of the Trust. This Agreement
may, on 60 days’ written notice to the other party, be terminated at any
time without the payment of any penalty by the Trust or by the
Administrator.
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8.
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Amendment of this
Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is
sought.
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9.
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Governing
Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of
Massachusetts.
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10.
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Miscellaneous. The
captions in 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. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
THE
XXXXXX MANAGED EQUITY TRUST
on behalf
of each Fund listed on
Appendix
A
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Vice
President
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XXXXXX
INVESTORS’ SERVICE, INC.
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By:
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/s/ Xxxxx X.
Xxxxxxx
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Xxxxx
X. Xxxxxxx, President
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Appendix
A
[INTENTIONALLY
DELETED]
