XXXXXXXX, XXXX & XXXX INVESTMENT TRUST
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the close of business this 3rd day of May, 1996,
between Xxxxxxxx, Ayer & Wood Investment Trust, a Massachusetts business trust
(the "Trust"), on behalf of each of the Funds listed on Exhibit A hereto
(collectively, the "Funds"), and Xxxxxxxx, Xxxx & Xxxx, Inc. (the
"Administrator").
1. Duties of the Administrator. The Trust hereby employs the Administrator
to act as administrator of the Funds and to administer their affairs, subject to
the supervision of the Board of 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 and its Board of Trustees the advice and assistance of the
Administrator's organization in the administration of the Funds and to furnish
for the use of the Funds office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Funds and to pay
the portion allocable to the Funds of the salaries and fees of all officers and
trustees of the Trust who are members of the Administrator's organization and
the salaries and fees of 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 hereunder with respect to, and shall not, by the
execution of this Agreement, be responsible for, the management of the Funds'
assets or the rendering of investment advice and supervision with respect
thereto or the distribution of shares of the Funds, nor shall the Administrator
be deemed to have assumed hereunder or have any responsibility hereunder with
respect to functions specifically assumed by any transfer agent, custodian, or
shareholder servicing agent of the Trust or the Funds. It is intended that the
assets of the Funds will be invested in corresponding portfolios (the
"Portfolios") of Xxxxxxxx, Ayer & Wood Master Portfolio (the "Portfolio Trust"),
each Portfolio having substantially the same investment objective, policies and
restrictions as the applicable Fund. It is duly recognized that Xxxxxxxx, Xxxx &
Xxxx, Inc. or its affiliate, Xxxxxxxx International Management Company, L.P.,
acts as the investment adviser to each Portfolio under Investment Advisory
Agreements, dated May 3, 1996. As part of its duties hereunder, however, the
Administrator shall obtain from the Portfolios and compile such information
about the Portfolios as requested from time to time by the Trust's Board of
Trustees.
2. Allocation of Charges and Expenses. The Administrator will pay all
costs it incurs in connection with the performance of its duties under Section 1
of this Agreement. The Administrator will pay the compensation and expenses of
all of its personnel and will make available, without expense to the Trust, the
services of such of its directors, officers and employees as may duly be elected
officers or Trustees of the Trust, subject to their individual consent to serve
and to any limitations imposed by law. The Administrator will 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 will not be required to pay: (i)
fees and expenses of any investment adviser of the Trust; (ii) organization
expenses of the Trust; (iii) fees in investment company organizations; (iv)
commissions, fees and other expenses connected with the acquisition, disposition
and valuation of securities and other investments; (v) payment for portfolio
pricing services to a pricing agent, if any; (vi) legal, accounting or auditing
expenses; (vii) interest, insurance premiums, taxes or governmental fees; (viii)
the fees and expenses of the transfer agent of the Trust; (ix) the cost of
preparing stock certificates or any other expenses, including, without
limitation, clerical expenses of issue, redemption or repurchase of shares of
the Trust; (x) the expenses of and fees for registering or qualifying shares of
the Trust for sale and of maintaining the registration of the Trust and
registering the Trust as a broker or a dealer (xi) the fees and expenses of
Trustees of the Trust who are not affiliated with the Administrator; (xii) the
cost of preparing and distributing reports and notices to shareholders, the
Securities and Exchange Commission and other regulatory authorities; (xiii) the
fees or disbursements of custodians of the Trust's assets, including expenses
incurred in the performance of any obligations enumerated by the Declaration of
Trust or By-Laws of the Trust insofar as they govern agreements with any such
custodian; (xiv) costs in connection with annual or special meetings of
shareholders, including proxy material preparation, printing and mailing; (xv)
any direct charges to shareholders approved by the Board of Trustees of the
Trust; (xvi) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business; or (xvii)
costs, including brokerage commissions and transfer taxes, in connection with
the purchase and sale of portfolio securities. The Administrator shall not be
required to pay expenses of activities which are primarily intended to result in
sales of shares of the Trust.
3. Compensation of Administrator. The Board of Trustees of the Trust has
currently determined that the Administrator shall receive no compensation from
the Trust or the Funds in respect of the services to be rendered and the
facilities to be provided by the Administrator under this Agreement. If the
Board of Trustees determines that the Trust or a Fund should in the future
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.
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4. Other Interests. It is understood that 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 shareholder or otherwise. It is also
understood that 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) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
which may include the words "Xxxxxxxx, Xxxx & Xxxx" or any combination or
derivation thereof as part of their name, and that 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.
5. Administrator's Services Not Exclusive. The services of the
Administrator to the Trust and the Funds are not to be deemed to be exclusive,
the Administrator being free to render services to others and engage in other
business activities.
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 the sub-administrators and approved by the Board of
Trustees of the Trust.
7. 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 for two years from the date
hereof and shall continue in full force and effect for successive periods of one
year thereafter, but only so long as each such continuance is approved 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 at least sixty (60) days' prior
written notice to the other, terminate this Agreement without the payment of any
penalty, by action of Board of Trustees of the Trust or the Board of Trustees of
the Administrator, as the case may be. 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 by the (i) vote of a majority of those
Trustees of the
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Trust who are not interested persons of the Administrator or the Trust, and (ii)
vote of the entire Board of Trustees of the Trust.
9. Limitation of Liability of Fund and Administrator. 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 or her employment by the Trust, to be acting in such
employment solely for the Trust and not as its employee or agent. It is
understood and expressly stipulated that none of the Trustees, officers, agents
or shareholders of the Trust shall be personally liable hereunder. None of the
trustees, officers, agents or shareholders of the Trust assume 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 or any other series of the Trust.
10. Name of the Trust. The Trust hereby agrees that in the event that
neither the Administrator nor any of its affiliates acts as the administrator or
investment adviser to the Trust, the name of the Trust and the Fund will be
changed to one that does not contain the name "Xxxxxxxx, Xxxx & Xxxx" or
otherwise suggest an affiliation with the Administrator.
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 amended, 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.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
XXXXXXXX, AYER & WOOD INVESTMENT TRUST
on behalf of each of its series listed on
Exhibit A hereto
By: /s/ Xxxxxxx X. Xxxx
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Its: President
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XXXXXXXX, AYER & WOOD, INC.
By: X. Xxxx Xxxxxxx
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Its: Director
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