Exhibit 99(d)(ix)
INTER-AFFILIATE TRANSFER AGREEMENT
THIS INTER-AFFILIATE TRANSFER AGREEMENT, dated as of May 1, 2003
("Transfer Agreement"), is by and among Xxxx Xxxxx Fund Adviser, Inc. ("LMFA"),
Xxxx Xxxxxxx & Company, LLC (formerly known as Xxxx Xxxxxxx & Co., Inc.) ("Xxxx
Xxxxxxx"), Xxxxxxx Associates, Inc. ("Xxxxxxx Associates") and Xxxx Xxxxx
Investors Trust, Inc. ("Investors Trust") on behalf of Xxxx Xxxxx Financial
Services Fund (the "Fund").
WITNESSETH
WHEREAS, the Fund is a series of Investors Trust, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, LMFA is the investment adviser and administrator of the Fund pursuant
to an advisory and administration agreement between LMFA and the Trust on behalf
of the Fund; and
WHEREAS, LMFA and Xxxx Xxxxxxx have entered into a sub-advisory agreement dated
as of October 5, 1999 ("Sub-Advisory Agreement"), under which Xxxx Xxxxxxx
serves as investment sub-adviser of the Fund; and
WHEREAS, LMFA, Xxxx Xxxxxxx and Xxxxxxx Associates are all affiliated by virtue
of being wholly or majority owned subsidiaries of Xxxx Xxxxx, Inc.; and
WHEREAS, Xxxx Xxxxxxx desires to transfer its duties and obligations under the
Sub-Advisory Agreement to Xxxxxxx Associates, and Xxxxxxx Associates is willing
to accept the transfer and assume the duties and obligations under the
Sub-Advisory Agreement on the terms and conditions set forth herein (the
"transfer"); and
WHEREAS, LMFA and Investors Trust, on behalf of the Fund, have agreed to the
proposed transfer; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. TRANSFER AND ASSUMPTION. The parties agree that the terms and conditions
of the Sub-Advisory Agreement are incorporated herein by reference. Effective
May 1, 2003, Xxxx Xxxxxxx hereby transfers, conveys and sets over all of its
rights, interests, claims and entitlements under the Sub-Advisory Agreement to
Xxxxxxx Associates and to its successors and assigns, to have and to hold the
same forever, it being understood that such transfer, conveyance and set over
will not result in the automatic termination of the Sub-Advisory Agreement as a
result of an "assignment" within the meaning set forth in the 1940 Act and the
regulations thereunder. The covenants, liabilities, duties and obligations of
Xxxx Xxxxxxx under or in connection with or arising out of the Sub-Advisory
Agreement are hereby undertaken, assumed and agreed to be performed or otherwise
discharged when due by Xxxxxxx Associates. Except as herein provided, this
Transfer Agreement shall not be construed to modify, terminate or merge any
rights any party to the Sub-Advisory Agreement has pursuant to the terms
thereof, and the parties hereby confirm all of the terms and provisions of the
Sub-Advisory Agreement as remaining in full force and effect.
2. CONSENT. Investors Trust, on behalf of the Fund, and LMFA each hereby
consents and agrees to the foregoing transfer and assumption.
3. FURTHER ASSURANCES. Each of the parties agrees to execute and deliver, at
its own expense, such further documents, and to do such further things, as
another party may reasonably request in order to more fully effectuate the
transactions contemplated by this Transfer Agreement.
4. GOVERNING LAW. This Transfer Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland without regard to its
conflict of laws provisions.
5. COUNTERPARTS. This Transfer Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute but one and the
same instrument, and any of the parties hereto may execute this Transfer
Agreement by signing any such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Transfer
Agreement to be executed by their respective officers or other authorized
signatories, thereunto duly authorized, as of the date above first written by
counterparts or otherwise.
XXXX XXXXX INVESTORS TRUST, INC.
on behalf of Xxxx Xxxxx Financial Services Fund
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Xxxx X. Xxxxx
Vice President and Secretary
XXXX XXXXXXX & COMPANY, LLC
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By: Xxxxxxxxxxx X. Xxxxxxx
Title: President
XXXXXXX ASSOCIATES, INC.
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By: Xxxxxx X. Xxxxxx
Title: President
XXXX XXXXX FUND ADVISER, INC.
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By: Xxxx X. Xxxxxxx
Title: President
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