MANAGEMENT AGREEMENT
Xxxx Xxxxx Partners Fund Advisor, LLC
This MANAGEMENT AGREEMENT ("Agreement") is made this
____ day of August, 2008, by and between Xxxx Xxxxx
Partners Equity Trust (the "Trust") and Xxxx Xxxxx
Partners Fund Advisor, LLC, a Delaware limited liability
company (the "Manager").
WHEREAS, the Trust is a Maryland business trust
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 Trust wishes to retain the Manager to
provide investment advisory, management, and
administrative services to the Trust with respect to the
series of the Trust designated in Schedule A annexed
hereto (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 Trust 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 Trust's
Board of Trustees (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 objective, policies and restrictions,
as stated in the Fund's current 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 Trust's Declaration of Trust 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 objective, 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 Trust 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 that 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 any 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 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
then-current 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 Trust 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, furniture 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; organizational 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 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
Trust or Fund shall receive from the Trust or 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 opposite the
Fund's name 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.
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
Trust or 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 Trust or 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 then-current 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 opposite the Fund's
name on Schedule A annexed hereto, provided that it shall
have been approved by the Trust'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 August __, 2010. 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 Trust. This Agreement
shall terminate automatically in the event of its
assignment by the Manager and shall not be assignable by
the Trust without the consent of the Manager.
13. The Manager agrees that for services rendered to
the Fund, or for any claim by it in connection with
services rendered to the Fund, it shall look only to
assets of the Fund for satisfaction and that it shall
have no claim against the assets of any other portfolios
of the Trust. The undersigned officer of the Trust has
executed this Agreement not individually, but as an
officer under the Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of
the Trustees, officers or shareholders of the Trust
individually.
14. 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.
15. 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.
16. 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.
XXXX XXXXX PARTNERS
EQUITY TRUST
By:
_____________________
_____________________
____
Name:
Title:
XXXX XXXXX PARTNERS
FUND ADVISOR, LLC
By:
_____________________
_____________________
___
Name:
Title:
Schedule A
Xxxx Xxxxx Partners Target Retirement Fund
Date:
August __, 2008
Fee:
0.10% of the Fund's average daily net assets
1521586.1
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