INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN CUSHING MLP FUNDS TRUST AND SWANK ENERGY INCOME ADVISORS, LP
ENTERED
INTO BETWEEN
XXXXXXX
MLP FUNDS TRUST
AND
SWANK
ENERGY INCOME ADVISORS, LP
This Investment Management Agreement
(the “Agreement”) is entered into as of August 3, 2010 by and between Xxxxxxx
MLP Funds Trust (the “Trust”), a statutory trust duly organized and existing
under the laws of the State of Delaware, on behalf of each of its series listed
on Appendix A hereto (each a "Fund" or collectively "the "Funds") and Swank
Energy Income Advisors, LP, a limited partnership duly organized and existing
under the laws of the State of Texas (the “Investment Adviser”).
RECITALS:
The Fund is an open-end management
investment company registered under the Investment Company Act of 1940 (the
“1940 Act”); and
The Investment Adviser is engaged
principally in providing management and investment advisory services and is
registered as an investment adviser under the Investment Advisers Act of 1940
(the “Advisers Act”); and
The Investment Adviser is willing to
provide management and investment advisory services to the Fund on the terms and
conditions set out below;
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set out in this Agreement, the Fund and the
Investment Adviser agree as follows:
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1.
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Investment
Description; Appointment
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(a) Investment
Description. Each Fund will invest and reinvest its assets in accordance
with its investment objective, policies and limitations specified in its
prospectus (each, a “Prospectus”) filed with the Securities and Exchange
Commission (the “SEC”) as part of the Trust’s registration statement on Form
N-1A (the “Registration Statement”), as such Fund may periodically amend such
investment objective, policies and limitations.
(b) Appointment of Investment
Adviser. The Trust will employ the Investment Adviser to act as the
investment adviser of the Funds and to furnish the management and investment
advisory services described below, subject to the policies of, review by and
overall control of the Board of Trustees of the Trust (the “Board of Trustees”),
for the period and on the terms and conditions set out in this Agreement. The
Investment Adviser accepts such employment and agrees during such period, at its
own expense, to render, or arrange for the rendering of, such services and to
assume the obligations set out in this Agreement for the compensation provided
for in this Agreement. The Investment Adviser for all purposes in this Agreement
will be deemed to be an independent contractor and, unless otherwise expressly
provided or authorized in this Agreement, will have no authority to act for or
represent the Trust or the Funds in any way or otherwise be deemed an agent of
the Trust or the Funds.
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2.
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Duties
of the Investment Adviser
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(a) Management
Services.
(1) The
Investment Adviser will perform, or arrange for its affiliates to perform, the
management services necessary for the operation of the Funds. The Investment
Adviser will provide the Funds with office space, facilities, equipment and
necessary personnel (which may be its own) and such other services as the
Investment Adviser, subject to review by the Board of Trustees, from time to
time will determine to be necessary or useful to perform its obligations under
this Agreement. The Investment Adviser, also on behalf of the Funds, will
conduct affairs with custodians, depositories, transfer agents, pricing agents,
dividend disbursing agents, other shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable.
(2) The
Investment Adviser will, subject to the supervision of the Board of Trustees,
perform various services for the Funds, including but not limited to: (i)
preparing all general shareholder communications, including shareholder reports;
(ii) conducting shareholder relations; (iii) maintaining Funds’ existence and
records; (iv) maintaining the registration and qualification of the Funds’
shares under federal and state law; (v) investigating the development of and
developing and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Funds as investment
vehicles; (vi) overseeing the determination and publication of each Fund’s net
asset value in accordance with the policies as adopted from time to time by the
Board of Trustees; (vii) overseeing the preparation and filing of the Funds’
federal, state and local income tax returns and any other required tax returns;
(viii) reviewing the appropriateness of and arranging for payment of the Funds’
expenses; (ix) preparing (or overseeing the preparation) for review and approval
by officers of the Funds’ financial information for the Funds’ semi-annual and
annual reports, proxy statements and other communications with shareholders
required or otherwise to be sent to shareholders, and arrange for the printing
and dissemination of such reports and communications to shareholders; (x)
preparing (or overseeing the preparation) for review by an officer of the Trust
the Trust’s periodic financial reports required to be filed with the SEC on Form
N-SAR, N-CSR and such other reports, forms and filings, as may be mutually
agreed upon; (xi) preparing reports relating to the business and affairs of the
Funds as may be mutually agreed upon and not otherwise appropriately prepared by
the Funds’ custodian, counsel or auditors; (xii) making such reports and
recommendations to the Board of Trustees concerning the performance of the
independent accountants as the Board of Trustees may reasonably request or deems
appropriate; (xiv) making such reports and recommendations to the Board of
Trustees concerning the performance and fees of the Funds’ custodian, transfer
agent, administrator and dividend disbursing agent as the Board of Trustees may
reasonably request or deems appropriate; (xv) overseeing and reviewing
calculations of fees paid to the Funds’ service providers; (xvi) reviewing
implementation of any share purchase programs authorized by the Board of
Trustees; (xvii) determining the amounts available for distribution as dividends
and distributions to be paid by each Fund to its shareholders; (xviii) preparing
and arranging for the printing of dividend notices to shareholders; (xix)
providing the Funds’ dividend disbursing agent and custodian with such
information as is required for such parties to effect the payment of dividends
and distributions; (xx) preparing such information and reports as may be
required by any party from which the Funds borrows funds; and (xxi) providing
such assistance to the custodian and the Funds’ counsel and auditors as
generally may be required to properly carry on the business and operations of
the Fund.
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(3) The
Investment Adviser will authorize and permit any of its principals, officers and
employees who may be elected or appointed as trustees or officers of the Trust
to serve in the capacities in which they are elected or appointed. Services to
be furnished by the Investment Adviser under this Agreement may be furnished
through the medium of any of such principals, officers, or employees. The
Investment Adviser generally will monitor each Fund’s compliance with investment
policies and restrictions as set out in filings made by the Trust under the
federal securities laws. The Investment Adviser will make reports to the Board
of Trustees of its performance of obligations under this Agreement and furnish
advice and recommendations with respect to such other aspects of the business
and affairs of the Trust and the Funds as the Trust will determine to be
desirable.
(b) Investment Advisory
Services. Subject to the supervision, direction and approval of the Board
of Trustees, the Investment Adviser will conduct a continual program of
investment, evaluation, sale, and reinvestment of each Fund’s assets. The
Investment Adviser is authorized, in its sole discretion, to: (i) obtain and
evaluate pertinent economic, financial, and other information affecting the
economy generally and certain investment assets as such information relates to
securities or other financial instruments that are purchased for or considered
for purchase by a Fund; (ii) make investment decisions for each Fund; (iii)
place purchase and sale orders for portfolio transactions on behalf of each
Fund, lend securities and manage otherwise uninvested cash assets of each Fund;
(iv) arrange for the pricing of Fund securities; (v) execute account
documentation, agreements, contracts and other documents as may be requested by
brokers, dealers, counterparties and other persons in connection with the
Investment Adviser’s management of the assets of each Fund (in such respect, and
only for this limited purpose or to the extent expressly stated elsewhere in
this Agreement, the Investment Adviser will act as a Fund’s agent and
attorney-in-fact); (vi) employ professional portfolio managers and securities
analysts who provide research services to the Funds; and (vii) make decisions
with respect to the use by each Fund of borrowing for leverage or other
investment purposes. The Investment Adviser will in general take such action as
is appropriate to effectively manage the Funds investment practices. In
addition:
(1) The
Investment Adviser will maintain and preserve the records specified in Section
12 of this Agreement and any other records related to each Fund’s transactions
as are required under any applicable state or federal securities law or
regulation including the 1940 Act, the 1934 Act, and the Advisers
Act.
(2) The
Investment Adviser will comply with any procedures provided from time to time to
the Investment Adviser by the Trust. The Investment Adviser will notify the
Trust as soon as reasonably practicable upon detection of any material breach of
such procedures.
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(3) The
Investment Adviser will maintain a written code of ethics (the “Code of Ethics”)
pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to
the Fund, and will institute procedures reasonably necessary to prevent Access
Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The
Investment Adviser will follow such Code of Ethics in performing its services
under this Agreement.
(4) The
Investment Adviser will manage each Fund’s assets in accordance with such Fund’s
investment objective and policies as adopted by such Fund from time to time. The
Investment Adviser also will manage the investments of each Fund in a manner
consistent with any and all applicable investment restrictions (including
diversification requirements) contained in the 1940 Act and the rules under the
1940 Act, any SEC order issued to such Fund, and any applicable state securities
law or regulation. The Investment Adviser will process and respond to class
action lawsuits relating to the portfolio securities of the Funds and any
proceeds to a Fund from such lawsuits.
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3.
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Information
and Reports
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(a) The
Investment Adviser will keep the Trust informed of developments relating to the
Investment Adviser’s duties as investment adviser of which the Investment
Adviser has, or should have, knowledge that would materially affect the Trust or
a Fund. In this regard, the Investment Adviser will provide the Trust and its
officers with such periodic reports concerning the obligations the Investment
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request. The Investment Adviser will certify quarterly to the Trust
that it and its “Advisory Persons” (as defined in Rule 17j-1 under the 0000 Xxx)
have complied materially with the requirements of Rule 17j-1 during the previous
quarter or, if not, explain what the Investment Adviser has done to seek to
ensure such compliance in the future. The Investment Adviser will annually
furnish to the Trust a written report, which complies with the requirements of
Rule 17j-1, concerning the Investment Adviser’s Code of Ethics. Upon written
request of the Trust with respect to violations of the Code of Ethics directly
affecting the Trust or a Fund, the Investment Adviser will permit
representatives of the Trust to examine reports (or summaries of the reports)
required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of
Ethics.
(b) The
Investment Adviser will provide the Trust with any information reasonably
requested regarding the Investment Adviser’s management of the Funds required
for any shareholder report or amended registration statement to be filed by the
Trust with the SEC.
(c) The
Investment Adviser will notify the Trust of any additional, removed or
substituted general partner of the Investment Adviser within a reasonable time
of such addition, removal or substitution.
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4.
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Standard
of Care
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The Investment Adviser will exercise
its best judgment, act in good faith, use reasonable care and act in a manner
consistent with applicable federal and state laws and regulations in rendering
the services it agrees to provide under this Agreement. The Investment Adviser
will not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Funds, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under this Agreement. As used in this Section 4, the term “Investment
Adviser” will include any affiliates of the Investment Adviser performing
services for the Funds contemplated by this Agreement and principals, officers
and employees of the Investment Adviser and of such affiliates.
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5.
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Investment
Adviser’s Duties Regarding Fund
Transactions
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(a) Placement of Orders.
The Investment Adviser will take all actions that it considers necessary to
implement the investment policies of each Fund, and, in particular, to place all
orders for the purchase or sale of securities or other investments for each Fund
with brokers or dealers the Investment Adviser, in its sole discretion, selects.
To that end, the Investment Adviser is authorized as a Fund’s agent to give
instructions to such Fund’s custodian as to deliveries of securities or other
investments and payments of cash for such Fund’s account. In connection with the
selection of brokers or dealers and the placement of purchase and sale orders,
the Investment Adviser is subject to the supervision of the Board of Trustees
and is directed at all times to seek to obtain best execution and price within
the policy guidelines determined by the Board of Trustees, as may be amended
from time to time, and is subject to provisions (b), (c) and (d) of this Section
5.
(b) Selection of Brokers and
Dealers. To the extent permitted by the policy guidelines adopted by the
Trust, in the selection of brokers and dealers to execute portfolio
transactions, the Investment Adviser is authorized to consider not only the
available prices and rates of brokerage commissions, but also other relevant
factors, which may include, without limitation: the execution capabilities of
the brokers and dealers; the research, custody, and other services provided by
the brokers and dealers that the Investment Adviser believes will enhance its
general portfolio management capabilities; the size of the transaction; the
difficulty of execution; the operational facilities of these brokers and
dealers; the risk to a broker or dealer of positioning a block of securities;
and the overall quality of brokerage and research services provided by the
brokers and dealers. In connection with the foregoing, the Investment Adviser is
specifically authorized to pay those brokers and dealers who provide brokerage
and research services to the Investment Adviser a higher commission than that
charged by other brokers and dealers if the Investment Adviser determines in
good faith that the amount of the commission is reasonable in relation to the
value of the services in terms of either the particular transaction or in terms
of the Investment Adviser’s overall responsibilities with respect to the Funds
and to any other client accounts or portfolios that the Investment Adviser
advises.
(c) Soft Dollar
Arrangements. On an ongoing basis, but not less often than annually, the
Investment Adviser will identify and provide a written description to the Board
of Trustees of all “soft dollar” arrangements that the Investment Adviser
maintains with respect to the Funds or with brokers or dealers that execute
transactions for the Funds, and of all research and other services provided to
the Investment Adviser by a broker or dealer (whether prepared by such broker or
dealer or by a third party) as a result, in whole or in part, of the direction
of Fund transactions to the broker or dealer.
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(d) Aggregated
Transactions. On occasions when the Investment Adviser deems the purchase
or sale of a security or other financial instrument to be in the best interests
of both a Fund and other client accounts or portfolios that the Investment
Adviser manages, the Investment Adviser is authorized, but not required, to
aggregate purchase and sale orders for securities or other financial instruments
held (or to be held) by the Fund with similar orders being made on the same day
for other client accounts or portfolios that the Investment Adviser manages.
When an order is so aggregated, the Investment Adviser may allocate the
recommendations or transactions among all accounts and portfolios for whom the
recommendation is made or the transaction is effected on a basis that the
Investment Adviser reasonably considers equitable and consistent with its
fiduciary obligations to the Fund and its other clients, subject at all times to
the allocation policies and procedures of the Trust. The Investment Adviser and
the Trust recognize that in some cases this procedure may adversely affect the
size of the position obtainable for a Fund.
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6.
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Compensation
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For the services rendered, the
facilities furnished and the expenses assumed by the Investment Adviser under
this Agreement, each Fund will pay to the Investment Adviser at the end of each
calendar month a management fee at an annual percentage rate (as set forth on
Appendix A with respect to each Fund) of such Fund’s Average Weekly Managed
Assets. “Average Weekly Managed Assets” with respect to a particular month means
the average of the values of each weekly calculation of the Managed Assets of
the Fund that takes place as of any date during that month. “Managed Assets”
means the total assets of a Fund, minus all accrued expenses incurred in the
normal course of operations other than liabilities or obligations attributable
to investment leverage, including, without limitation, investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility or the issuance of debt securities) and/or
(iii) the reinvestment of collateral received for securities loaned in
accordance with the Fund’s investment objective and policies. The management fee
for the period from the Effective Date (defined in Section 10(a)) of this
Agreement to the end of the month during which the Effective Date occurs will be
prorated according to the proportion that such period bears to the full monthly
period. Upon any termination of this Agreement before the end of a month, the
management fee for such part of that month will be prorated according to the
proportion that such period bears to the full monthly period and will be payable
upon the date of termination of this Agreement. For the purpose of determining
management fees payable to the Investment Adviser, the value of each Fund’s
Managed Assets will be computed at the times and in the manner specified from
time to time by the Board of Trustees.
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7.
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Expenses
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(a) The Investment
Adviser. Except as may otherwise be provided in Section 7(b) of this
Agreement, the Investment Adviser will: (i) provide the staff and personnel
necessary to perform its obligations under this Agreement, assume and pay or
cause to be paid all expenses incurred in connection with the maintenance of
such staff and personnel, and, at its own expense, provide the office space,
facilities, equipment and necessary personnel that it is obligated to provide
under this Agreement; and (ii) pay, or cause affiliates to pay, compensation of
all officers of the Trust and all Trustees of the Trust who are “interested
persons” of the Trust (as defined in the 1940 Act).
(b) The Trust. The Trust
will bear all other expenses to be incurred in its operation, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions and other costs
in connection with the purchase or sale of securities and other investment
instruments by the Funds; (iii) fees and expenses of the Trust’s trustees who
are not “interested persons” of the Trust, including reimbursement for all of
their out-of-pocket expenses related to attendance at Board of Trustees or
committee meetings; (iv) legal and audit expenses; (v) custodian,
administrative, fund accounting, registrar, transfer agent and dividend
disbursing agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Funds’ shares for
distribution under state and federal securities laws; (vii) expenses of printing
and mailing reports and notices and proxy material to shareholders of the Trust;
(viii) all other expenses incidental to holding meetings of the Trust’s
shareholders, including proxy solicitations in connection with such meetings;
(ix) insurance premiums for fidelity bond, directors and officers/errors and
omissions insurance policies, and other coverage; (x) management fees; (xi)
expenses of typesetting for printing prospectuses and, as applicable, statements
of additional information and supplements to those documents; (xii) expenses of
printing and mailing prospectuses and, as applicable, statements of additional
information and supplements to those documents; and (xiii) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust or a Fund is a party and legal obligations
pursuant to which the Trust may have to indemnify the Trust’s trustees,
officers, employees and/or agents with respect to these actions, suits or
proceedings. If the Investment Adviser or any of its affiliates provides
accounting services to the Trust, the Trust will reimburse the Investment
Adviser and its affiliates for their costs in providing such accounting services
to the Trust using a methodology for determining costs approved by the Board of
Trustees.
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8.
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Services
to Other Companies or Accounts
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The Trust understands that the
Investment Adviser and its affiliates now act, will continue to act and may act
in the future as investment manager, adviser, general partner or managing member
to fiduciary and other managed accounts, and as an investment manager or adviser
to other investment companies, including, but not limited to, offshore entities
or private accounts. The Trust has no objection to the Investment Adviser and
its affiliates so acting, so long as, whenever a Fund and one or more other
investment companies or accounts managed or advised by the Investment Adviser
and its affiliates have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula reasonably
believed to be equitable to each such company and account and in accordance with
the Trust’s allocation policies and procedures as adopted by the Trust from time
to time. The Trust recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Trust. The Trust understands
that the persons employed by the Investment Adviser to assist in the performance
of the Investment Adviser’s duties under this Agreement may not devote their
full time to such service, and that nothing contained in this Agreement will be
deemed to limit or restrict the right of the Investment Adviser to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature. This Agreement will not in any way limit or restrict the
Investment Adviser or any of its affiliates, principals, officers, employees, or
agents from buying, selling or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting, so long as such activities do not adversely affect or
otherwise impair the performance by the Investment Adviser of its duties and
obligations under this Agreement.
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9.
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Custody
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Nothing in this Agreement will require
the Investment Adviser to take or receive physical possession of cash,
securities, or other investments of the Funds.
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10.
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Term
of Agreement; Termination of Agreement; Amendment of
Agreement
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(a) Term. This Agreement
will become effective upon the acceptance into the Trust of investment moneys
other than seed capital from the Investment Adviser or its affiliate (the
“Effective Date”), and, unless terminated in accordance with its terms, will
continue for an initial two-year term and after that initial two-year term so
long as such continuance is specifically approved at least annually as required
by the 1940 Act.
(b) Termination. This
Agreement may be terminated with respect to a Fund, without penalty, (i) by the
Board of Trustees or by vote of holders of a majority of the outstanding shares
of a Fund upon sixty (60) days’ prior written notice to the Investment Adviser,
or (ii) by the Investment Adviser upon sixty (60) days’ prior written notice to
the Fund. This Agreement also will terminate automatically in the event of its
“assignment,” as defined in the 1940 Act and the rules under the 1940 Act,
except that to the extent consistent with the Advisers Act and the 1940 Act,
without the notice to or consent of the Trust or a Fund, the Investment Adviser
may be reconstituted or reorganized into any other form of business
entity.
(c) Amendment. This
Agreement may be amended in writing by mutual consent and in conformity with the
requirements of the 1940 Act and the rules under the 1940 Act.
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11.
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Cooperation
with Regulatory Authorities or Other
Actions
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The
parties to this Agreement each agree to cooperate in a reasonable manner with
each other in the event that any of them should become involved in a legal,
administrative, judicial or regulatory action, claim, or suit as a result of
performing its obligations under this Agreement.
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12.
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Records
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(a) Maintenance of
Records. The Investment Adviser undertakes and agrees to maintain, in the
form and for the period required by Rule 31a-2 under the 1940 Act, all records
relating to the Funds’ investments that are required to be maintained by the
Funds pursuant to the 1940 Act with respect to the Investment Adviser’s
responsibilities under this Agreement (the “Books and
Records”).
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(b) Ownership of Records.
The Investment Adviser agrees that the Books and Records are the Trust’s
property and agrees to surrender promptly to the Trust the Books and Records
upon the request of the Trust. The Investment Adviser may, however, retain
copies of the records at its own cost. The Books and Records will be made
available, within two (2) business days of a written request, to the Trust’s
accountants or auditors during regular business hours at the Investment
Adviser’s offices. The Trust or its authorized representatives will have the
right to copy any records in the Investment Adviser’s possession that pertain to
the Trust. These books, records, information, or reports will be made available
to properly authorized government representatives consistent with state and
federal law and/or regulations. In the event of the termination of this
Agreement, the Books and Records will be returned to the Trust. The Investment
Adviser agrees that the policies and procedures it has established for managing
the Funds, including, but not limited to, all policies and procedures designed
to ensure compliance with federal and state regulations governing the
adviser/client relationship and management and operation of the Trust, will be
made available for inspection by the Trust or its authorized representatives
upon reasonable written request within two (2) business days.
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13.
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Conflicts
with the Trust’s Governing Documents and Applicable
Laws
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Nothing contained in this Agreement
will be deemed to require the Trsut to take any action contrary to the Trust’s
Agreement and Declaration of Trust or By-laws, as they may be amended and/or
restated from time to time, or any applicable statute or regulation, or to
relieve or deprive the Board of Trustees of its responsibility for and control
of the conduct of the affairs of the Trust.
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14.
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Survival
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All
representations and warranties made by the Investment Adviser and the Trust in
this Agreement will survive for the duration of this Agreement and the parties
to this Agreement will notify each other in writing immediately upon becoming
aware, but in no event later than five (5) days after becoming aware, that any
of the foregoing representations and warranties are no longer true.
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15.
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Governing
Law
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This Agreement will be governed by,
construed under and interpreted and enforced in accordance with the laws of the
state of New York, without regard to principles of conflicts of
laws.
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16.
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Severability
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If any provision of this Agreement is
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement will not be affected as a result. As used in this
Agreement, terms will have the same meaning as such terms have in the 1940 Act.
In the event that the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive by a rule,
regulation or order of the SEC, whether of special or general application, such
provision may be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
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17.
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Definitions
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The terms “assignment,” “affiliated
person,” and “interested person,” when used in this Agreement, will have the
respective meanings specified in Section 2(a) of the 1940 Act and the rules
under the 1940 Act. The term “majority of the outstanding shares” as used in
this Agreement means the lesser of (a) sixty-seven percent (67%) or more of the
voting shares present at a meeting if more than fifty percent (50%) of these
voting shares are present or represented by proxy, or (b) more than fifty
percent (50%) of the outstanding voting shares.
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18.
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Limitation
of Liability of the Trust and the
Shareholders
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None of the Trustees, officers, agents
or shareholders of the Trust will be personally liable under this Agreement. The
name “Xxxxxxx MLP Funds Trust” is the designation of the Trust for the time
being under the Agreement and Declaration of Trust and all persons dealing with
the Trust must look solely to the property of the Trust for the enforcement of
any claims against the Trust, as none of the Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Trust.
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19.
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Use
of Name
|
The Trust and any Fund may use any name
that includes the word “Xxxxxxx” or “Swank” only for so long as this Agreement
or any other agreement between the Investment Adviser or any other affiliate of
the Investment Adviser and the Trust or any extension, renewal or amendment of
this Agreement or such other agreement remains in effect, including any similar
agreement with any organization that succeeds to the Investment Adviser’s
business as investment adviser. At such time as such an agreement is no longer
be in effect, the Trust and each Fund will (to the extent that it lawfully can)
cease to use such name or any other name indicating that it is advised by or
otherwise connected with the Investment Adviser or any organization that has
succeeded to the Investment Adviser’s business.
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20.
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Counterparts
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This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original, and all of such counterparts together will constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties to this
Agreement have executed and delivered this Agreement as of the date first above
written.
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XXXXXXX
MLP FUNDS TRUST
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By:
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/s/ Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Executive Vice President
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SWANK
ENERGY INCOME ADVISORS, LP
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By:
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/s/ Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Managing Partner
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Appendix
A
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Fund
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Annual Percentage Rate
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The
Xxxxxxx MLP Premier Fund
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1.10%
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12
