XXXX XXXXX PARTNERS INSTITUTIONAL TRUST
cITI INSTITUTIONAL CASH RESERVES
MANAGEMENT AGREEMENT
Xxxx Xxxxx Partners Fund Advisor, LLC
This MANAGEMENT AGREEMENT (Agreement) is
made this 13th day of April, 2007, by and between Xxxx Xxxxx
Partners Institutional 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 Trusts
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 objectives, policies and
restrictions, as stated in the Funds current Prospectus and
Statement of Additional Information. The Manager shall
determine from time to time what securities and other investments
will be purchased (including, as permitted in accordance with this
paragraph, swap agreements, options and futures), 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 (including the execution of investment documentation),
all subject to the provisions of the Trusts 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 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 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 Funds
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 Managers authority
regarding the execution of the Funds 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.
The Manager may execute on behalf of the Fund certain
agreements, instruments and documents in connection with the
services performed by it under this Agreement. These may
include, without limitation, brokerage agreements, clearing
agreements, account documentation, futures and option
agreements, swap agreements, other investment related
agreements, and any other agreements, documents or instruments
the Manager believes are appropriate or desirable in performing its
duties under this Agreement.
(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 Funds
existence, and (v) during such times as shares are publicly offered,
maintaining the registration and qualification of the Funds 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 Funds 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;
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 Funds 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 Funds
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 Funds 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 Managers 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 Funds 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 Funds name on
Schedule A annexed hereto, provided that it shall have been
approved by the Trusts 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 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 Trusts 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 INSTITUTIONAL
TRUST
By:
Name:
Title:
XXXX XXXXX PARTNERS FUND ADVISOR,
LLC
By:
Name:
Title:
Schedule A
Citi Institutional Cash Reserves
Date:
April 13, 2007
Fee:
The following percentage of the Funds average daily net assets: 0.20%
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