INTER-AFFILIATE TRANSFER AGREEMENT
(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.
ATTEST: EACH INVESTMENT
COMPANY LISTED ON
APPENDIX A WITH
RESPECT TO EACH
FUND SO LISTED.
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST: XXXX XXXXX FUND
ADVISER, INC.
By: /s/ By:
/s/______________
_______
Name:
Title:
ATTEST: XXXX XXXXX
PARTNERS FUND ADVISOR, LLC
By: /s------------------- By:
/s_______________
_______
Name:
Title:
APPENDIX 1
Investment
Company
Fund
Date of
Management
Agreement
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
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
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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