ASSUMPTION AGREEMENT
WHEREAS, ▇▇▇▇▇▇▇▇ Mellon Asset Management Company LLC, a Delaware
limited liability company ("▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is a party to investment advisory agreements,
each dated July 31, 2001 (collectively, the "Agreements"), between ▇▇▇▇▇▇▇▇
Mellon and ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇ Master Portfolio, a New York 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
▇▇▇▇▇▇▇▇ Mellon wishes to transfer to TBCAM, all of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇' 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, ▇▇▇▇▇▇▇▇ Mellon transfers to TBCAM all of ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY LLC THE BOSTON COMPANY ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer Title: President and Chief Executive Officer
Acknowledged and Accepted:
▇▇▇▇▇▇▇▇, Ayer & Wood Master Portfolio (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
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇, AYER & WOOD
MASTER PORTFOLIO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
Title: Assistant Vice President
(Executed outside Massachusetts)
-2-
Schedule A
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Series
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▇▇▇▇▇▇▇▇ International Equity Portfolio
▇▇▇▇▇▇▇▇ International Small Cap Portfolio
▇▇▇▇▇▇▇▇ Select Value Portfolio
▇▇▇▇▇▇▇▇ Small Cap Growth Portfolio
▇▇▇▇▇▇▇▇ Small Cap Value Portfolio
