FORM OF SUB-ADMINISTRATION AGREEMENT LEGG MASON CAPITAL MANAGEMENT RESEARCH FUND
FORM
OF
XXXX
XXXXX CAPITAL MANAGEMENT RESEARCH FUND
AGREEMENT made this ___ day of ______,
2010 by and between Xxxx Xxxxx Capital Management, Inc. (“Adviser”), a Maryland
corporation, and Xxxx Xxxxx Partners Fund Advisor, LLC (“Administrator”), a
Maryland corporation, each of which is registered as an investment adviser under
the Investment Advisers Act of 1940.
WHEREAS, the Adviser is the investment
adviser and manager of Xxxx Xxxxx Capital Management Research Fund (“Fund”), a
series of Xxxx Xxxxx Global Asset Management Trust (“Trust”), an open-end,
diversified management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Adviser wishes to retain
the Administrator to provide the Fund with certain administrative services;
and
WHEREAS, the Administrator is willing
to furnish such services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed as
follows:
1. Appointment. The
Adviser hereby appoints the Administrator as administrator for the Fund for the
period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to furnish the services herein
set forth for the compensation herein provided.
2. Delivery of
Documents. The Adviser has furnished the Administrator with
copies properly certified or authenticated of each of the
following:
(a) The
Trust’s Amended and Restated Declaration Of Trust and all amendments
thereto;
(b) The Trust’s By-Laws,
as amended and restated;
(c)
The
Investment Advisory and Management Agreement between the Trust and the
Adviser;
(d) The
Trust’s currently effective Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, and the 1940 Act, as filed with the
Securities and Exchange Commission, including all exhibits thereto, relating to
shares of the Fund, and all amendments thereto;
(e) The
Fund’s most recent prospectus(es); and
(f)
The Fund’s most recent statement(s) of additional
information.
The
Adviser will furnish the Administrator from time to time with copies of all
amendments of or supplements to the foregoing.
3. Administrative
Services. (a) The Administrator, at its expense,
shall supply the Board of Trustees and officers of the Trust with all
statistical information and reports reasonably required by them and reasonably
available to the Administrator and shall furnish the Fund with office
facilities, including space, furniture and equipment and all personnel
reasonably necessary for the administration of the Fund. The
Administrator shall authorize and permit any of its
directors,
officers and employees, who may be elected as trustees or officers of the Trust,
to serve in the capacities in which they are elected.
(b) The Administrator shall
oversee the maintenance of all books and records with respect to the Fund’s
investment and other transactions and the keeping of the Fund’s books of
accounts in accordance with all applicable federal and state laws and
regulations. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Administrator hereby agrees that any records which it
maintains for the Fund are the property of the Fund, and further agrees to
surrender promptly to the Fund or its agents any of such records upon the Fund’s
request. The Administrator further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the
1940 Act for the periods prescribed by Rule 31a-2 under the 1940
Act.
4. Services Not
Exclusive. The Administrator’s services hereunder are not
deemed to be exclusive, and the Administrator shall be free to render similar
services to others. It is understood that persons employed by the Administrator
to assist in the performance of its duties hereunder might not devote their full
time to such service. Nothing herein contained shall be deemed to
limit or restrict the right of the Administrator or any affiliate of the
Administrator to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
5. Expenses. During
the term of this Agreement, the Administrator will pay all expenses incurred by
it in connection with its activities under this Agreement.
6. Compensation. For
the services which the Administrator will render to the Adviser and the Fund
under this Agreement, the Adviser will pay the Administrator a fee, computed
daily and paid monthly, at an annual rate equal to 0.05% of the Fund’s average
daily net assets. Fees due to the Administrator hereunder shall be
paid promptly to the Administrator by the Adviser following its receipt of fees
from the Fund. If this Agreement is terminated as of any date not the
last day of a calendar month, a final fee shall be paid promptly after the date
of termination, which fee shall be based on the percentage of days of the month
during which the contract was still in effect and the average daily net assets
over that time period.
7. Limitation of
Liability. The Administrator assumes no responsibility under
this Agreement other than to render the services called for hereunder, in good
faith, and shall not be responsible for any action of the Board of Trustees of
the Trust in following or declining to follow any advice or recommendations of
the Administrator; provided, however, that nothing in this Agreement shall
protect the Administrator against any liability to the Adviser, the Trust, the
Fund or the Fund’s shareholders for a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties or from reckless
disregard of its obligations or duties under this Agreement.
8. Definitions. As
used in this Agreement, the terms “assignment” and “interested person” shall
have the meanings given to them by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation or order.
9. Duration and
Termination. This Agreement will become effective [______],
2010. This Agreement cannot be amended or terminated by the Adviser except with
the prior
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approval
of the Board of Trustees of the Trust. This Agreement will be terminated
immediately upon any termination of the Investment Advisory and Management
Agreement between the Trust and the Adviser or upon the mutual written consent
of the Administrator and the Adviser. This Agreement will
automatically and immediately terminate in the event of its
assignment.
10. Further
Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
11. Amendments. No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
12. Miscellaneous. This
Agreement embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings relating to the
subject matter hereof. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect. Should any part of this Agreement be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their officers designated below on
the day and year first above written.
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XXXX
XXXXX CAPITAL MANAGEMENT, INC.
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Attest:
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By:___________________________
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By:_________________________________
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Name:
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Xxxx
X’Xxxxxxxxx
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Title:
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Vice
President
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XXXX
XXXXX PARTNERS FUND ADVISOR, LLC
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Attest:
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By:___________________________
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By:_________________________________
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Name:
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R.
Xxx Xxxxxx
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Title:
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President
and CEO
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