GHS001
[Name of Global Hub Portfolio]
--------------------------------------------------------
GLOBAL HUB AND SPOKEsm AGREEMENT
Dated as of [Date]
By and Among
[Name of Investment Fund]
and the Supervisors of the Global Hub Portfolio Named Therein
______________________________
"GLOBAL HUB AND SPOKEsm" is a service xxxx of Signature Financial Group, Inc.
TABLE OF CONTENTS
Section Page
1. Supervisors......................................................... 2
1.1 Appointment................................................ 2
1.2 Vacancies; Qualifications.................................. 2
1.3 Term; Resignation, Removal and Retirement; By-Laws......... 2
1.4 Duties and Responsibilities................................ 3
1.5 Action by the Supervisors.................................. 3
1.6 Powers; Expenses........................................... 3
1.7 Limitation of Liability to the Fund........................ 3
1.8 Indemnification............................................ 3
1.9 No Duty of Investigation................................... 4
1.10 Reliance on Others......................................... 4
2. Representations and Warranty of the Fund ........................... 4
3. Term ............................................................... 5
4. Amendment .......................................................... 5
5. Non-Transferability................................................. 5
6. Notices............................................................. 5
7. Governing Law; Jurisdiction......................................... 6
8. Global Hub and Spoke Arrangements; Name............................. 6
9. Provisions or Arrangements in Conflict with Other Agreements,
Law or Regulations................................................. 6
Appendix Page
A-1. Form of Investment Advisory Arrangements with [Name of
Investment Adviser].............................................. A-1
A-2. Form of Administration Arrangements with [Name of Administrator].. A-[]
B. Form of Custodian Arrangements with [Name of Custodian]............ B-1
C. Investment Objective, Policies and Restrictions.................... C-1
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GHS001
GLOBAL HUB AND SPOKEsm AGREEMENT
GLOBAL HUB AND SPOKE AGREEMENT, dated as of [Date], by and among [Name
of Investment Fund], a [Form of Organization] (the "Fund"), and the individuals
named on the signature page hereof, such individuals (together with each
individual hereafter appointed as such pursuant to Section 1.2 hereof) acting
hereunder in a fiduciary capacity are hereinafter referred to as the
"Supervisors".
WITNESSETH:
WHEREAS, pursuant to an Agreement, the Fund has appointed and delegated
to [Name of Investment Adviser], a [Form of Organization] (the "Investment
Adviser"), the duties and responsibilities set forth in the investment advisory
arrangements set forth in Appendix A-1 hereof and the Investment Adviser has
accepted such appointment; and
WHEREAS, pursuant to an Agreement, the Fund has appointed and delegated
to [Name of Administrator], a [Form of Organization] (the "Administrator"), the
duties and responsibilities set forth in the administration arrangements set
forth in Appendix A-2 hereof and the Administrator has accepted such
appointment; and
WHEREAS, pursuant to an Agreement, the Fund has appointed and delegated
to [Name of Custodian], a [Form of Organization] (the "Custodian"), the duties
and responsibilities set forth in the custodian arrangements set forth in
Appendix B hereof and the Custodian has accepted such appointment; and
WHEREAS, the Fund desires to appoint the Supervisors, among other
things, to monitor and oversee the arrangements which are the subject of this
Global Hub and Spoke Agreement (the "Global Hub and Spoke arrangements") and
each Supervisor desires to accept such appointment and to serve in such
capacity; and
WHEREAS, in connection with such appointments and the Global Hub and
Spoke arrangements, the Fund desires all or part of the securities, cash and/or
other assets (collectively, "Assets") owned by the Fund to be held for
safekeeping by the Custodian or one or more sub-custodians; and
WHEREAS, with respect to all Assets of the Fund which are held from
time to time for safekeeping by the Custodian or one or more sub-custodians the
Fund desires to receive advice from the Investment Adviser in accordance with
the investment objective, policies and restrictions set forth in Appendix C
hereof.
______________________________
"GLOBAL HUB AND SPOKEsm" is a service xxxx of Signature Financial Group, Inc.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Supervisors.
1.1 Appointment. The Fund hereby appoints each individual named on
the signature page hereof as a Supervisor and empowers each
such individual and each individual hereafter appointed as a
Supervisor pursuant to Section 1.2 hereof with the duties and
responsibilities to monitor and oversee in a fiduciary
capacity the Global Hub and Spoke arrangements, and each
individual named on the signature page hereof hereby accepts
such appointment to act in a fiduciary capacity as such a
Supervisor.
1.2 Vacancies; Qualifications. The number of Supervisors shall be
fixed from time to time by the Fund. The Fund may increase the
number of Supervisors and may fill any vacancy created by a
Supervisor's death, resignation, retirement, removal or
adjudicated incompetence or other incapacity to perform the
duties or discharge the responsibilities of a Supervisor by
the appointment of an individual of at least 21 years of age
who is not under a legal disability. No vacancy shall operate
to annul this Global Hub and Spoke Agreement or to revoke any
direction or delegation previously given or made pursuant to
the terms of this Global Hub and Spoke Agreement. Any
appointment of a Supervisor after the date hereof shall not
become effective until the individual named shall in writing
have accepted such appointment and agreed to be bound by the
terms of this Global Hub and Spoke Agreement. Until any such
appointment becomes effective, the remaining Supervisors,
regardless of their number, shall have all the powers granted
to the Supervisors by this Global Hub and Spoke Agreement and
shall perform all the duties and discharge all the
responsibilities imposed upon the Supervisors by this Global
Hub and Spoke Agreement.
1.3 Term; Resignation, Removal and Retirement; By-Laws. Each
Supervisor shall serve as such during the term of the Global
Hub and Spoke arrangements except in the event of a
Supervisor's death, resignation, retirement, removal or
adjudicated incompetence or other incapacity to perform the
duties or discharge the responsibilities of a Supervisor. A
Supervisor may resign without the need for a prior or
subsequent accounting for his or her acts and transactions as
a Supervisor. The Fund shall adopt By-Laws for the monitoring
and overseeing by the Supervisors of the Global Hub and Spoke
arrangements, including the appointment of officers or other
agents to assist the Supervisors. Such By-Laws may be amended
from time to time by the Fund. The Fund agrees to furnish the
Supervisors with a copy of such By-Laws (and any amendment
thereto) and to provide in such By-Laws (and in each amendment
thereto) that such By-Laws (or any such amendment) shall not
become effective until the Supervisors acknowledge receipt of
such By-Laws (or such amendment) and have agreed to be bound
by the terms of such By-Laws (or such amendment).
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1.4 Duties and Responsibilities. The Supervisors shall have the
duties and responsibilities of monitoring and overseeing the
Global Hub and Spoke arrangements. These duties and
responsibilities shall include, but not be limited to, the
duties and responsibilities referred to in Sections 1.5, 1.6,
1.9 and 1.10 hereof and the monitoring and oversight of the
Investment Adviser, Administrator and Custodian. No Supervisor
shall, as such, be obligated to give any bond or surety or
other security for the performance of any of such Supervisor's
duties or the discharge of any of such Supervisor's
responsibilities hereunder.
1.5 Action by the Supervisors. Any action which is or may be
required to be taken by the Supervisors pursuant to this
Global Hub and Spoke Agreement or applicable law or regulation
shall, unless otherwise expressly provided to the contrary, be
taken by a majority of the Supervisors either at a meeting or
by written consent. Unless otherwise expressly provided in
this Global Hub and Spoke Agreement or by applicable law or
regulation, the Supervisors shall have the power to delegate
the taking of any such action to such person or persons as the
Supervisors may determine and where applicable any such
delegation shall be deemed to be a delegation by the Fund to
such delegee.
1.6 Powers; Expenses. In connection with the performance of the
monitoring and oversight functions as described herein, the
powers of the Supervisors shall include any power vested in
the Supervisors by this Global Hub and Spoke Agreement and by
any applicable law or regulation, including, but not limited
to, the power to enter into other agreements pursuant to the
provisions of Section 8 hereof and the power to incur
liabilities for governmental fees, fees and expenses of
independent auditors and legal counsel, licensing fees,
insurance premiums, and expenses of preparing and mailing
reports to the Fund and to governmental officers and
commissions. Subject to the prior written consent of the Fund,
the Supervisors may also perform such other acts or incur such
other costs and liabilities as they deem proper for the
monitoring and oversight of the Global Hub and Spoke
arrangements, including the incurring of liability for fees
and expenses of the Supervisors. The powers of the Supervisors
may be exercised without order of or resort to any court.
1.7 Limitation of Liability to the Fund. No Supervisor shall be
liable to the Fund for any action or failure to act except for
such Supervisor's own bad faith, wilful misfeasance, gross
negligence or reckless disregard of such Supervisor's duties.
1.8 Indemnification. The Fund shall indemnify, to the fullest
extent permitted by applicable law and regulation, each
individual who is a Supervisor against all liabilities and
expenses (including amounts paid in satisfaction of judgments,
in compromise, as fines and penalties, and as counsel fees)
reasonably incurred by such individual in connection with the
defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such
individual may be involved or with which such individual may
be threatened by reason of such individual being or having
been a Supervisor and which is brought by or on behalf of a
holder of shares in the Fund, except with respect to any
matter as to which such individual shall have been adjudicated
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to have acted in bad faith or with wilful misfeasance or gross
negligence or reckless disregard of such individual's duties;
provided, however, that as to any matter disposed of by a
compromise payment by such individual, no indemnification
either for such payment or for any other expenses shall be
provided unless there has been a determination that such
individual did not act in bad faith or with wilful misfeasance
or gross negligence or reckless disregard of such individual's
duties by a court or other body approving the disposition or
by written opinion from independent legal counsel approved by
the Fund and the other Supervisors based upon a review of
readily available facts (as opposed to a full trial-type
inquiry), that such individual did not engage in such conduct.
The Fund shall make advance payments in connection with the
indemnification provided for in the preceding sentence,
provided that the indemnified individual shall have given a
written undertaking to reimburse the Fund in the event it is
subsequently determined that such individual is not entitled
to such indemnification. The rights accruing to any individual
under these provisions shall not exclude any other right to
which such individual may be lawfully entitled.
1.9 No Duty of Investigation. Every obligation, contract,
instrument, certificate or other interest or undertaking made
or given in connection with the monitoring and oversight by
the Supervisors of the Global Hub and Spoke arrangements, and
every other act or thing whatsoever done in connection
therewith, shall be conclusively taken to have been done by
the persons responsible therefor only in their capacity as
Supervisors. Any person dealing with a Supervisor may rely on
the validity of any such obligation, contract, instrument,
certificate, interest, undertaking, act or thing without any
obligation to make any further inquiry concerning such
validity.
1.10 Reliance on Others. Each Supervisor shall, in the performance
of such individual's duties and in the discharge of such
individual's responsibilities, be fully and completely
justified and protected with regard to any act or any failure
to act resulting from reliance in good faith upon the books
and records reflecting the Global Hub and Spoke arrangements,
upon an opinion of counsel, or upon reports made or
information or advice given, or the absence of certain reports
to be made or information or advice to be given, by any
officer or other agent appointed to assist the Supervisors or
by or under the direction of the Investment Adviser,
Administrator, Custodian or by any accountant, expert,
consultant or delegee of the Supervisors selected with
reasonable care by the Supervisors, regardless of whether such
counsel, accountant or expert may also be a Supervisor.
2. Representations and Warranty of the Fund. The Fund hereby represents
to each Supervisor that this Global Hub and Spoke Agreement has been,
and each agreement entered into by the Fund in connection herewith has
been or will be, duly executed and delivered by the Fund and constitute
the valid obligations of the Fund, legally binding upon it and
enforceable against it in accordance with their respective terms.
Neither such execution or delivery, nor the performance by the Fund of
its rights and obligations under this Global Hub and Spoke Agreement,
any such agreement or the Global Hub and Spoke arrangements, including
the delegation of functions to the Investment Adviser, Administrator
and Custodian, constitutes a violation or breach of any charter or
governing instrument of the Fund, or of any law, order, injunction or
regulation to which the Fund is subject, which would have a material
adverse effect on the ability of the Fund to carry out the terms of
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this Global Hub and Spoke Agreement, any such agreement or the Global
Hub and Spoke arrangements. The Fund hereby warrants that it will
inform each Supervisor in the event that the performance by the Fund of
its rights and obligations under this Global Hub and Spoke Agreement,
any such agreement or the Global Hub and Spoke arrangements would
constitute such violation or breach at any time subsequent to the
execution and delivery thereof.
3. Term. This Global Hub and Spoke Agreement may be terminated at any time
either by the Fund or, with the prior written approval of the Fund, by
a written instrument executed by the Supervisors. Upon the conclusion
of the winding up of the Global Hub and Spoke arrangements, the
Supervisors shall be discharged from all further liability,
accountability and responsibility under this Global Hub and Spoke
Agreement, and the rights and interests of all parties under this
Global Hub and Spoke Agreement shall thereupon cease.
4. Amendment. This Global Hub and Spoke Agreement may be amended by a
written instrument executed by the Fund and the Supervisors. No
amendment to any provision of this Global Hub and Spoke Agreement shall
affect any of the other provisions of this Global Hub and Spoke
Agreement or the Global Hub and Spoke arrangements or render invalid or
improper any action taken or omitted prior thereto, unless such
amendment expressly provides otherwise.
5. Non-Transferability. Each and all of the provisions of this Global Hub
and Spoke Agreement shall be binding upon and inure to the benefit of
the parties hereto and, except as otherwise specifically provided in
this Global Hub and Spoke Agreement, their respective successors and
assigns. This Global Hub and Spoke Agreement and any rights herein
granted and any obligations herein assumed may not be transferred,
sold, exchanged, assigned or encumbered by any party.
6. Notices. Any notice, instruction or other document to be given under
this Global Hub and Spoke Agreement by any party hereto to any other
shall be in writing and shall be delivered personally, sent by
registered or certified mail, postage prepaid, or sent by facsimile or
electronic mail transmission as follows:
(a) if to the Fund, to:
(b) if to [Name of Supervisor], to:
(c) if to [Name of Supervisor], to:
(d) if to [Name of Supervisor], to:
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or to such other address as may be specified in writing to the other
parties hereto, and shall be deemed to have been given if delivered
personally upon delivery at the relevant address, if sent by registered
or certified mail seven business days after the date of posting, and if
sent by facsimile or electronic mail transmission when dispatched
subject to confirmation of uninterrupted transmission or receipt by a
transmission or similar report.
7. Governing Law; Jurisdiction. [Insert applicable provision]
8. Global Hub and Spoke Arrangements; Name. The Fund acknowledges that
the Supervisors, in their sole discretion, have entered or intend to
enter into one or more other agreements substantively identical in all
material respects to this Global Hub and Spoke Agreement (such other
agreements together with this Global Hub and Spoke Agreement are
hereinafter referred to as the "Agreements") with other collective
investment entities or investors (such entities or investors together
with the Fund are hereinafter referred to as the "Funds") and/or the
trustee, manager, depositor, depositary or sponsor thereof. At such
time as the Supervisors enter into one or more other Agreements the
Fund shall adopt procedures for the operation of the Global Hub and
Spoke arrangements. Such procedures shall be substantially identical in
all material respects to the procedures adopted by other Funds that
have entered into Agreements. Such procedures may be amended from time
to time by the Fund. Such procedures may be amended from time to time
by the Fund. The Fund agrees to furnish the Supervisors with a copy of
such procedures (and any amendment thereto) and to provide in such
procedures (and in each amendment thereto) that such procedures (or any
such amendment) shall not become effective until the Supervisors
acknowledge receipt of such procedures (or such amendment) and have
agreed to be bound by the terms of such procedures (or such amendment).
The Global Hub and Spoke arrangements may be referred to as the "[Name
of Global Hub Portfolio]".
9. Provisions or Arrangements in Conflict with Other Agreements, Law or
Regulations. If the provisions of this Global Hub and Spoke Agreement
conflict with the provisions of any other agreement entered into by the
Fund in connection with the Global Hub and Spoke arrangements, the
provisions of this Global Hub and Spoke Agreement shall prevail. The
provisions of this Global Hub and Spoke Agreement and the Global Hub
and Spoke arrangements shall at all times be interpreted and
implemented so as not to violate the requirements of any laws and
regulations with which the parties hereto and the parties to the other
Agreements must comply. In the event that such provisions or
arrangements or the interpretation or implementation thereof are in
violation of the requirements of such laws or regulations, this Global
Hub and Spoke Agreement may be amended by the Fund and the Supervisors
in accordance with Section 4 hereof to correct such violation.
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IN WITNESS WHEREOF, the parties hereto have caused this Global Hub and
Spoke Agreement to be executed as of the day and year first above written.
[Name of Investment Fund]
By:_________________________________
_________________________________
[Name of Supervisor]
_________________________________
[Name of Supervisor]
_________________________________
[Name of Supervisor]
GHS001
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APPENDIX A-1
INVESTMENT ADVISORY ARRANGEMENTS
GHS001
X-0
XXXXXXXX X-0
ADMINISTRATION ARRANGEMENTS
GHS001
A-2
APPENDIX B
CUSTODIAN ARRANGEMENTS
GHS001
B-1
APPENDIX C
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
Investment Objective
Investment Policies
Investment Restrictions
GHS001
C-1
