XXXXX XXXXX SERIES TRUST II
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 23rd day of April, 2012,
between Xxxxx Xxxxx Series Trust II, 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 Fund and 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 the second anniversary of the
execution of this Agreement and shall
continue in full force and effect indefinitely
thereafter, but only so long as such continuance after
such date 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 SERIES TRUST II XXXXX XXXXX
MANAGEMENT
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/
Xxxxxxx X. Gemma
President Vice
President and not individually
SCHEDULE A
Xxxxx Xxxxx Series Trust II
ADMINISTRATIVE SERVICES AGREEMENT
Dated April 23, 2012
Name of Fund Effective Date
Xxxxx Xxxxx Income Fund of Boston
April 23, 2012
