ASSUMPTION AGREEMENT
WHEREAS, Xxxxxxxx Mellon Asset Management Company LLC, a Delaware
limited liability company ("Xxxxxxxx Mellon"), is an investment adviser
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and is an indirect wholly-owned subsidiary of Mellon Financial
Corporation ("MFC");
WHEREAS, The Boston Company Asset Management LLC, a Delaware limited
liability company ("TBCAM"), is an investment adviser registered under the
Advisers Act and is also an indirect wholly-owned subsidiary of MFC;
WHEREAS, Xxxxxxxx Xxxxxx is a party to investment advisory agreements,
each dated July 31, 2001 (collectively, the "Agreements"), between Xxxxxxxx
Mellon and Xxxxxxxx, Ayer & Xxxx Investment Trust, a Massachusetts business
trust (the "Trust"), on behalf of the series of the Trust identified in Schedule
A hereto (each a "Fund," collectively the "Funds"); and
WHEREAS, as part of a reorganization of the investment management
operations of certain of MFC's subsidiaries, TBCAM wishes to assume, and
Xxxxxxxx Mellon wishes to transfer to TBCAM, all of Xxxxxxxx Xxxxxx' rights and
obligations under the Agreements.
NOW THEREFORE, the parties hereto agree as follows:
1. Transfer and Assumption. As of the Effective Date (defined below) of this
Assumption Agreement, Xxxxxxxx Mellon transfers to TBCAM all of Xxxxxxxx
Xxxxxx'x rights under the Agreements, including but not limited to the right to
receive compensation thereunder and authority to manage the assets of the Fund.
As of the Effective Date, TBCAM assumes all of Xxxxxxxx Mellon obligations under
the Agreements, including but not limited to the obligation to manage the assets
of the Funds in accordance with the Agreements and any liability for any breach
of the terms of the Agreements that shall occur after the Effective Date of this
Assumption Agreement. TBCAM agrees to furnish the Funds with investment
management and related services on the same terms as Xxxxxxxx Xxxxxx is required
to provide such services under the Agreements.
2. Effectiveness of this Agreement. As used in this Assumption Agreement,
"Effective Date" means the latest of: (a) June 30, 2003; (b) the date on which
the Trust has approved of the transactions contemplated by this Assumption
Agreement and executed the acceptance set forth below; and (c) such later date
as TBCAM and Xxxxxxxx Mellon shall in writing agree to effect the transfer and
assumption contemplated above. In no event, however, shall this Assumption
Agreement become effective until and unless acknowledged and accepted by the
Company and the Trust.
3. No Third Party Beneficiaries. This Assumption Agreement shall not confer any
rights or remedies upon any person other than the Trust, on behalf of the Funds,
TBCAM and Xxxxxxxx Xxxxxx and their respective successors and permitted assigns.
4. Entire Agreement. This Assumption Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Assumption
Agreement.
5. Amendment. This Assumption Agreement may be amended or modified only by a
written instrument executed by TBCAM and Xxxxxxxx Mellon and acknowledged and
accepted by the Trust, on behalf of the affected Fund or Funds.
6. Governing Law. This Assumption Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts and
without giving effect to the common law principles thereof.
7. Successors and Assigns. This Assumption Agreement shall be binding upon, and
inure to the benefit of, both parties and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Assumption
Agreement as of the 1st day of July, 2003.
XXXXXXXX XXXXXX ASSET MANAGEMENT COMPANY LLC THE BOSTON COMPANY ASSET MANAGEMENT LLC
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- ----------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer Title: President and Chief Executive Officer
Acknowledged and Accepted:
Xxxxxxxx, Ayer & Wood Investment Trust (the "Trust") acknowledges and
accepts the transactions contemplated by this Assumption Agreement and agrees to
treat The Boston Company Asset Management LLC ("TBCAM") and only TBCAM as
investment adviser to those series of the Trust identified on Schedule A hereto
pursuant to, and for all purposes under, the Investment Advisory Agreements,
each dated July 31, 2001, between the Trust, on behalf of such series, and
Xxxxxxxx Xxxxxx Asset Management Company LLC from and after the Effective Date
(as defined in Section 2 above). This acknowledgment and acceptance has been
approved by the Board of Trustees of the Trust, including by a majority of the
members of the Board of Trustees who are not interested persons of the Trust.
XXXXXXXX, AYER & WOOD
INVESTMENT TRUST
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Title: Assistant Vice President
Schedule A
Series
Xxxxxxxx Small Capitalization Equity Fund
Xxxxxxxx Small Cap Tax Sensitive Equity Fund
Xxxxxxxx Small Capitalization Growth Fund
Xxxxxxxx Select Value Fund
