LMP Corporate Loan Fund Inc.
New Management Agreement
This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of
August, 2006, by and between Citigroup Investments Corporate
Loan Fund Inc. (the "Fund") and Xxxx Xxxxx Partners Fund Advisor,
LLC, a Delaware limited liability company (the "Manager").
WHEREAS, the Fund is registered as a management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering
investment advisory, management and administrative services
and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Fund wishes to retain the Manager to provide
investment advisory, management, and administrative services
to the Fund; and
WHEREAS, the Manager 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.The Fund hereby appoints the Manager to act as investment
adviser and administrator of the Fund for the period and on
the terms set forth in this Agreement. The Manager accepts
such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2.The Fund shall at all times keep the Manager fully informed
with regard to the securities owned by it, its funds available,
or to become available, for investment, and generally as to the
condition of its affairs. It shall furnish the Manager with such
other documents and information with regard to its affairs as the
Manager may from time to time reasonably request.
3.(a) Subject to the supervision of the Fund's Board of
Directors (the "Board"), the Manager shall regularly
provide the Fund with investment research, advice,
management and supervision and shall furnish a continuous
investment program for the Fund's portfolio of securities
and other investments consistent with the Fund's investment
objectives, policies and restrictions, as stated in the Fund's
Prospectus and Statement of Additional Information.
The Manager shall determine from time to time what securities
and other investments will be purchased, retained, sold or
exchanged by the Fund and what portion of the assets of the
Fund's portfolio will be held in the various securities and
other investments in which the Fund invests, and shall implement
those decisions, all subject to the provisions of the Fund's
Articles of Incorporation and By-Laws (collectively, the
"Governing Documents"), the 1940 Act, and the applicable
rules and regulations promulgated thereunder by the Securities
and Exchange Commission (the "SEC") and interpretive guidance
issued thereunder by the SEC staff and any other applicable
federal and state law, as well as the investment objectives,
policies and restrictions of the Fund referred to above, and
any other specific policies adopted by the Board and disclosed
to the Manager. The Manager is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to
deliveries of securities and other investments and payments of
cash for the account of the Fund. Subject to applicable provisions
of the 1940 Act and direction from the Board, the investment program
to be provided hereunder may entail the investment of all or
substantially all of the assets of the Fund in one or more investment
companies. The Manager will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with
any broker or dealer, foreign currency dealer, futures commission
merchant or others selected by it. In connection with the selection
of such brokers or dealers and the placing of such orders, subject to
applicable law, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion.
The Manager is authorized to pay a broker or dealer who provides
such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount
of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good
faith that such amount of commission is reasonable in relation
to the value of the brokerage and research services provided by
such broker or dealer. This determination may be viewed in terms
of either that particular transaction or the overall responsibilities
which the Manager and its affiliates have with respect to accounts
over which they exercise investment discretion. The Board may adopt
policies and procedures that modify and restrict the Manager's
authority regarding the execution of the Fund's portfolio transactions
provided herein. The Manager shall also provide advice and
recommendations with respect to other aspects of the business
and affairs of the Fund, shall exercise voting rights, rights
to consent to corporate action and any other rights pertaining
to the Fund's portfolio securities subject to such direction as
the Board may provide, and shall perform such other functions of
investment management and supervision as may be directed by the Board.
(b)Subject to the direction and control of the Board, the Manager
shall perform such administrative and management services as may
from time to time be reasonably requested by the Fund as necessary
for the operation of the Fund, such as (i) supervising the overall
administration of the Fund, including negotiation of contracts and
fees with and the monitoring of performance and xxxxxxxx of the
Fund's transfer agent, shareholder servicing agents, custodian and
other independent contractors or agents, (ii) providing certain
compliance, fund accounting, regulatory reporting, and tax reporting
services, (iii) preparing or participating in the preparation of
Board materials, registration statements, proxy statements and reports
and other communications to shareholders, (iv) maintaining the Fund's
existence, and (v) during such times as shares are publicly offered,
maintaining the registration and qualification of the Fund's shares
under federal and state laws. Notwithstanding the foregoing, the
Manager shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the distribution of the shares
of the Fund, nor shall the Manager be deemed to have assumed or have
any responsibility with respect to functions specifically assumed by
any transfer agent, fund accounting agent, custodian, shareholder
servicing agent or other agent, in each case employed by the Fund
to perform such functions.
(c)The Fund hereby authorizes any entity or person associated
with the Manager which is a member of a national securities
exchange to effect any transaction on the exchange for the
account of the Fund which is permitted by Section 11(a) of
the Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and
the Fund hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, the Manager agrees that it will
not deal with itself, or with members of the Board or any
principal underwriter of the Fund, as principals or agents
in making purchases or sales of securities or other property
for the account of the Fund, nor will it purchase any securities
from an underwriting or selling group in which the Manager or
its affiliates is participating, or arrange for purchases and
sales of securities between the Fund and another account advised
by the Manager or its affiliates, except in each case as
permitted by the 1940 Act and in accordance with such policies
and procedures as may be adopted by the Fund from time to time,
and will comply with all other provisions of the Governing
Documents and the Fund's Prospectus and Statement of Additional
Information relative to the Manager and its directors and officers.
4.Subject to the Board's approval, the Manager or the Fund may
enter into contracts with one or more investment subadvisers or
subadministrators, including without limitation, affiliates of
the Manager, in which the Manager delegates to such investment
subadvisers or subadministrators any or all its duties
specified hereunder, on such terms as the Manager will
determine to be necessary, desirable or appropriate,
provided that in each case the Manager shall supervise
the activities of each such subadviser or subadministrator
and further provided that such contracts impose on any
investment subadviser or subadministrator bound thereby
all the conditions to which the Manager is subject hereunder
and that such contracts are entered into in accordance with
and meet all applicable requirements of the 1940 Act.
5.(a)The Manager, at its expense, shall supply the Board and
officers of the Fund with all information and reports reasonably
required by them and reasonably available to the Manager and shall
furnish the Fund with office facilities, including space, f
urniture and equipment and all personnel reasonably necessary
for the operation of the Fund. The Manager shall oversee the
maintenance of all books and records with respect to the Fund's
securities transactions and the keeping of the Fund's books of
account 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 Manager hereby agrees that any records that
it maintains for the Fund are the property of the Fund, and further
agrees to surrender promptly to the Fund any of such records upon
the Fund's request. The Manager 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. The Manager shall authorize
and permit any of its directors, officers and employees, who
may be elected as Board members or officers of the Fund, to
serve in the capacities in which they are elected.
(b)The Manager shall bear all expenses, and shall furnish all
necessary services, facilities and personnel, in connection
with its responsibilities under this Agreement. Other than as
herein specifically indicated, the Manager shall not be responsible
for the Fund's expenses, including, without limitation,
advisory fees; distribution fees; interest; taxes;
governmental fees; voluntary assessments and other
expenses incurred in connection with membership in
investment company organizations; organization costs of
the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with
the purchase or sale of the Fund's securities and other
investments and any losses in connection therewith; fees
and expenses of custodians, transfer agents, registrars,
independent pricing vendors or other agents; legal expenses;
loan commitment fees; expenses relating to share certificates;
expenses relating to the issuing and redemption or repurchase
of the Fund's shares and servicing shareholder accounts; expenses
of registering and qualifying the Fund's shares for sale under
applicable federal and state law; expenses of preparing, setting
in print, printing and distributing prospectuses and statements of
additional information and any supplements thereto, reports, proxy
statements, notices and dividends to the Fund's shareholders; costs
of stationery; website costs; costs of meetings of the Board or any
committee thereof, meetings of shareholders and other meetings of the
Fund; Board fees; audit fees; travel expenses of officers, members of
the Board and employees of the Fund, if any; and the Fund's pro rata
portion of premiums on any fidelity bond and other insurance covering
the Fund and its officers, Board members and employees; litigation
expenses and any non-recurring or extraordinary expenses as may arise,
including, without limitation, those relating to actions, suits or
proceedings to which the Fund is a party and the legal obligation
which the Fund may have to indemnify the Fund's Board members
and officers with respect thereto.
6. No member of the Board, officer or employee of the
Fund shall receive from the Fund any salary or other
compensation as such member of the Board, officer or
employee while he is at the same time a director, officer,
or employee of the Manager or any affiliated company of the
Manager, except as the Board may decide. This paragraph
shall not apply to Board members, executive committee members,
consultants and other persons who are not regular members
of the Manager's or any affiliated company's staff.
7. As compensation for the services performed and the
facilities furnished and expenses assumed by the Manager,
including the services of any consultants retained by the
Manager, the Fund shall pay the Manager, as promptly as
possible after the last day of each month, a fee, computed
daily at an annual rate set forth on Schedule A annexed
hereto, provided however, that if the Fund invests all or
substantially all of its assets in another registered
investment company for which the Manager or an affiliate of
the Manager serves as investment adviser or investment manager,
the annual fee computed as set forth on such Schedule A shall be
reduced by the aggregate management fees allocated to that Fund
for the Fund's then-current fiscal year from such other registered
investment company. The first payment of the fee shall be made as
promptly as possible at the end of the month succeeding the
effective date of this Agreement, and shall constitute a full
payment of the fee due the Manager for all services prior to that
date. If this Agreement is terminated as of any date not the last
day of a month, such fee shall be paid as promptly as possible
after such date of termination, shall be based on the average
daily net assets of the Fund in that period from the beginning
of such month to such date of termination, and shall be that
proportion of such average daily net assets as the number of
business days in such period bears to the number of business
days in such month. The average daily net assets of the Fund
shall in all cases be based only on business days and be computed
as of the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by the Board.
For the purpose of determining fees payable to the Manager, the
value of the Fund's net assets shall be computed at the times
and in the manner specified in the Fund's Registration
Statement on Form N-2, as amended from time to time.
8. The Manager assumes no responsibility under this Agreement
other than to render the services called for hereunder, in good faith,
and shall 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 execution of securities transactions for the Fund,
provided that nothing in this Agreement shall protect the Manager
against any liability to the Fund to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties or by reason
of its reckless disregard of its obligations and duties hereunder.
As used in this Section 8, the term "Manager" shall include any
affiliates of the Manager performing services for the Fund
contemplated hereby and the partners, shareholders, directors,
officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of the Manager who
may also be a Board member, officer, or employee of the Fund,
to engage in any other business or to devote his time and
attention in part to the management or other aspects of
any other business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the right
of the Manager to engage in any other business or to
render services of any kind, including investment
advisory and management services, to any other fund,
firm, individual or association. If the purchase or
sale of securities consistent with the investment
policies of the Fund or one or more other accounts of
the Manager is considered at or about the same time,
transactions in such securities will be allocated among
the accounts in a manner deemed equitable by the Manager.
Such transactions may be combined, in accordance with
applicable laws and regulations, and consistent with the
Manager's policies and procedures as presented to the Board
from time to time.
10. For the purposes of this Agreement, the Fund's
"net assets" shall be determined as provided in the Fund's
Prospectus and Statement of Additional Information and the
terms "assignment," "interested person," and "majority of
the outstanding voting securities" 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 SEC by any rule,
regulation or order.
11. This Agreement will become effective with respect
to the Fund on the date set forth on Schedule A annexed
hereto, provided that it shall have been approved by the
Fund's Board and by the shareholders of the Fund in
accordance with the requirements of the 1940 Act and,
unless sooner terminated as provided herein, will continue
in effect until November 30, 2007. Thereafter, if not
terminated, this Agreement shall continue in effect with
respect to the Fund, so long as such continuance is
specifically approved at least annually (i) by the
Board or (ii) by a vote of a majority of the outstanding
voting securities of the Fund, provided that in either
event the continuance is also approved by a majority of
the Board members who are not interested persons of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.
12. This Agreement is terminable with respect to the
Fund without penalty by the Board or by vote of a majority
of the outstanding voting securities of the Fund, in
each case on not more than 60 days' nor less than 30 days'
written notice to the Manager, or by the Manager upon
not less than 90 days' written notice to the Fund, and
will be terminated upon the mutual written consent of the
Manager and the Fund. This Agreement shall terminate
automatically in the event of its assignment by the Manager
and shall not be assignable by the Fund without the consent
of the Manager.
13. 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, and no
material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders
of a majority of the Fund's outstanding voting securities.
14. 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. 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.
15. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of
the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly authorized.
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.
By:
Name:
Title:
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By:
Name:
Title:
Schedule A
Citigroup Investments Corporate Loan Fund Inc.
Date:
August 1, 2006
Fee:
The following percentage of the Fund's average daily net assets: 0.80%
