THE XXXXXX MANAGED BOND TRUST
ADMINISTRATION AGREEMENT
AGREEMENT originally made this 21st day of December, 1987, by and
between THE XXXXXX MANAGED BOND TRUST, a Massachusetts business trust (the
"Trust"), and XXXXX XXXXX MANAGEMENT, INC., a Massachusetts corporation, and
re-executed this 1st day of November, 1990, by and between the Trust and Xxxxx
Xxxxx Management, a Massachusetts business trust (the "Administrator") which is
the successor to Xxxxx Xxxxx Management, Inc. in a transaction qualifying under
Rule 2a-6 under the Investment Company Act of 1940:
1. Duties of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Trust, subject to the supervision
of the Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator shall perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust. Funds may be terminated and additional
Funds established from time to time by action of the Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to
administer the Trust's business affairs and, in connection therewith, to furnish
for the use of the Trust office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Trust, 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 management and administrative services for the Trust. 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.
2. Compensation of the Administrator. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Trust shall pay
to the Administrator on the last day of each month a fee equal to a percentage
of the average daily net assets of each Fund of the Trust throughout the month,
computed in accordance with the Declaration of Trust of the Trust and any
applicable votes of the Trustees of the Trust, as shown in the following table.
Monthly Administration Fee Rates
Under $100 Million $250 Million Over
$100 to to $500
Million $250 Million $500 Million Million
------- ------------ ------------ -------
Xxxxxx Government
Obligations Fund (WG 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Xxxxxx Insured Tax Free
Bond Fund (WTFB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Xxxxxx Near Term
Bond Fund (WNTB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Xxxxxx Total Return
Bond Fund (WTRB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Xxxxxx Tax Free
Income Fund (WTFI) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
Xxxxxx Current
Income Fund (WCIF) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
In case of initiation or termination of the Agreement during any month
with respect to any Fund, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which it is
in effect and the fee shall be computed upon the average net assets for the
business days it is so in effect for that month.
The Administrator may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust 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 purchase
or sale of securities, (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 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 Trust and of the Trust's principal underwriter, if any, as
a 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 Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust, (xviii) all payments
to be made and expenses to be assumed by the Trust pursuant to any one or more
distribution plans adopted by the Trust pursuant to Rule 12b-1 under the
Investment Company Act of 1940, (xix) the investment advisory fee payable to the
Trust's investment adviser, and (xx) 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.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust 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 Trust, and that the Administrator
may be or become interested in the Trust as a 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
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust 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 to any shareholder of the Trust 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 purchase, holding or sale of any security or other
instrument, including options and futures contracts.
6. 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 as to each Fund to and
including February 28, 1991* and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1991* is specifically approved at least annually by the Trustees of
the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Fund, without the
payment of any penalty, by action of the Trustees of the Trust or the trustees
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 as to any
Fund by vote of a majority of the outstanding voting securities of that Fund.
This Agreement shall terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Agreement shall be effective until approved by the vote of a majority of
those Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly acknowledges
the provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the
Administrator hereby agrees that it shall have recourse to the Trust for payment
of claims or obligations as between the Trust and the Administrator arising out
of this Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Trust.
9. 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 of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting of the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
--------
*As most recently continued in effect by the vote of the Board of Trustees of
the Trust and by vote of a majority of those Trustees of the Trust who are not
interested persons of Xxxxx Xxxxx Management, Inc. (the Administrator's
predecessor) and the Trust.
10. This Agreement, originally executed on December 21, 1987,
has been re-executed by the Administrator and the Trust of November 1, 1990.
THE XXXXXX MANAGED XXXXX XXXXX MANAGEMENT
BOND TRUST
By:/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxxxxxx X. Xxxxxxx, Xx.
-------------------- ----------------------------
President Vice President,
and not individually
