INTER-AFFILIATE TRANSFER AGREEMENT
XXXX XXXXX GROWTH TRUST, INC.
This Inter-Affiliate Transfer Agreement ("Transfer Agreement") is made
as of the 1st day of April, 2005 by and among Xxxx Xxxxx Growth Trust, Inc.
("Fund"), a Maryland corporation, Xxxx Xxxxx Funds Management, Inc. ("LMFM"), a
Maryland corporation, and Xxxx Xxxxx Capital Management, Inc. ("LMCM"), a
Maryland corporation.
Recitals
The Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended ("1940 Act"); and
The Fund and LMFM are parties to an Investment Advisory and Management
Agreement dated August 1, 2000 (the "Management Agreement") pursuant to which
LMFM provides certain investment advisory, management, and administrative
services to the Fund; and
LMFM and LMCM are affiliated by virtue of being wholly owned
subsidiaries of Xxxx Xxxxx, Inc. and sharing common officers, directors, and
employees; and
LMFM desires to transfer its duties and obligations under the
Management Agreement to LMCM, and LMCM 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
The 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:
1. Transfer and Assumption. The parties agree that the terms and conditions of
the Management Agreement are incorporated herein by reference. Effective April
1, 2005, LMFM hereby transfers, conveys and sets over all of its rights,
interests, claims and entitlements under the Management Agreement to LMCM and to
its successors and permitted assigns, to have and to hold the same forever, it
being understood that such transfer, conveyance and set over will not result in
the automatic termination of the Management Agreement as a result of an
"assignment" within the meaning set forth in the 1940 Act and the regulations
thereunder. LMCM hereby undertakes, assumes, and agrees to perform or otherwise
discharge when due all covenants, liabilities, duties and obligations of LMFM
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 all of the terms
and provisions of the Management Agreement as remaining 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 regards 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.
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: XXXX XXXXX GROWTH TRUST, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx Xxxx
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Title: Vice President
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ATTEST: XXXX XXXXX FUNDS MANAGEMENT, INC.
By: /s/ Xxxx X'Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- --------------------
Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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ATTEST: XXXX XXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X'Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- --------------------
Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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