INTER-AFFILIATE TRANSFER AGREEMENT (Investment Management Agreement) Legg Mason Funds
(Investment
Management Agreement)
Xxxx
Xxxxx Funds
This
Inter-Affiliate Transfer Agreement (“Transfer Agreement”) is made as of the 30th
day of September, 2009 by and among Xxxx Xxxxx Fund Adviser, Inc. (“LMFA”), Xxxx
Xxxxx Partners Fund Advisor, LLC (“LMPFA”), and each of the investment companies
set forth on Appendix 1 (each an “Investment Company”), with respect to the
series set forth on Appendix 1 (each a “Fund”).
Recitals
Each Investment Company is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (“1940 Act”); and
Each
Investment Company and LMFA are parties to an Investment Management Agreement
with respect to each Fund (each a “Management Agreement”), as set forth on
Appendix 1 hereto, pursuant to which LMFA provides certain investment advisory,
management, and administrative services to the Fund; and
LMFA and
LMPFA are affiliated by virtue of being wholly owned subsidiaries of Xxxx Xxxxx,
Inc. and share common officers, directors, and employees; and
LMFA
desires to transfer its duties and obligations under each Management Agreement
to LMPFA, and LMPFA is willing to accept the transfer and assume the duties and
obligations under the Management Agreement on the terms and conditions set forth
herein; and
Each
Investment Company, on behalf of each Fund, has agreed to the proposed
transfer;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows with respect to each
Management Agreement:
1a. Transfer and
Assumption. The parties agree that the terms and conditions of
the Management Agreement are incorporated herein by reference, each with respect
to the appropriate Fund. Effective September 30, 2009, LMFA hereby
transfers, conveys and sets over all of its rights, interests, claims and
entitlements under the Management Agreement to LMPFA and to its successors and
permitted assigns, to have and to hold the same forever;
1b. Representations (i)
Each of LMFA and LMPFA represents and warrants to the Fund that such transfer,
conveyance and set over is not an “assignment” within the meaning set forth in
the 1940 Act and the regulations thereunder, such as would result in the
automatic termination of the Management Agreement. (ii) LMPFA makes all
representations and warranties of LMFA in the Management Agreement with the same
force and effect as if set forth fully herein.
LMPFA
hereby undertakes, assumes, and agrees to perform or otherwise discharge when
due all covenants, liabilities, duties and obligations of LMFA under or in
connection with or arising out of the Management Agreement. Except as
expressly herein provided, this Transfer Agreement shall not be construed to
modify, terminate or merge any rights any party to the Management Agreement has
pursuant to the terms thereof, and the parties hereby confirm that all of the
terms and provisions of the Management Agreement remain in full force and
effect.
2. Consent. The
Fund 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.
6. Business Trust. With
respect to any Investment Company that is organized as a business trust
(“Trust”), LMFA and LMPFA are hereby expressly put on notice of the limitation
of shareholder liability as set forth in the Declaration of Trust of the Trust
and agree that obligations assumed by the Trust or each Fund pursuant to this
Agreement shall be limited in all cases to the Trust or that Fund and its
respective assets. LMFA and LMPFA agree that they shall not seek
satisfaction of any such obligation from the shareholders or any individual
shareholder of the Trust, nor from the Trustees or any individual Trustee of the
Trust.
IN
WITNESS WHEREOF, the parties hereto have caused this Transfer Agreement to be
executed by their respective officers, or other authorized signatories, as of
the date first above written.
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ATTEST:
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EACH
INVESTMENT COMPANY LISTED ON APPENDIX A WITH RESPECT TO EACH FUND SO
LISTED.
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By:
/s/
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By:
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/s/
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Name:
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Title:
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ATTEST:
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XXXX
XXXXX FUND ADVISER, INC.
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By:
/s/
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By:
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/s/
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Name:
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Title:
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ATTEST:
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XXXX
XXXXX PARTNERS FUND ADVISOR,
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LLC
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By:
/s-------------------
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By:
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/s/
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Name:
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Title:
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APPENDIX
1
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Investment
Company
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Fund
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Date of
Management
Agreement
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Xxxx
Xxxxx Xxxxxxx Street
Trust,
Inc.
Xxxx
Xxxxx Global Trust, Inc.
Xxxx
Xxxxx Investors Trust,
Inc.
Xxxx
Xxxxx Light Street Trust,
Inc.
Xxxx
Xxxxx Tax-Free Income
Fund
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Batterymarch
U.S. Small
Capitalization
Equity Portfolio
Global
Opportunities Bond
Fund
Xxxx
Xxxxx International
Equity
Trust
Xxxx
Xxxxx Emerging
Markets
Trust
Xxxx
Xxxxx U.S. Small
Capitalization
Value Trust
Xxxx
Xxxxx Classic Valuation
Fund
Xxxx
Xxxxx Maryland Tax-
Free
Income Trust
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December
31, 2001
October
13, 2006
February
11, 1995
May
1, 1996
May
1, 1998
November
1, 1999
June
1, 2000
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