MANAGEMENT AGREEMENT
Xxxx Xxxxx Partners Fund Advisor, LLC
This MANAGEMENT AGREEMENT ("Agreement") is made this
____ day of August, 2008, by and between Xxxx Xxxxx
Partners Equity 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 Trust's
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 objective, policies and restrictions,
as stated in the Fund's current Prospectus and Statement
of Additional Information. The Manager shall determine
from time to time what securities and other investments
will be purchased, 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, all subject to the provisions
of the Trust's 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 objective, 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 Fund 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
that 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 Manager's authority regarding the
execution of the Fund's 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.
(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 Fund's existence, and
(v) during such times as shares are publicly offered,
maintaining the registration and qualification of the
Fund's 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 Fund's 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; organizational costs of the Fund; the
cost (including brokerage commissions, transaction fees
or charges, if any) in connection with the purchase or
sale of the Fund's 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 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 Fund's 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 Fund's 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
Manager's 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
Fund's 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
Fund's name on Schedule A annexed hereto, provided that
it shall have been approved by the Trust's 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 August __, 2010. 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 Trust's 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
EQUITY TRUST
By:
____________________
____________________
______
Name:
Title:
XXXX XXXXX PARTNERS
FUND ADVISOR, LLC
By:
____________________
____________________
_____
Name:
Title:
Schedule A
Xxxx Xxxxx Partners Target Retirement 2030
Date:
August __, 2008
Fee:
0.10% of the Fund's average daily net assets
