INTER-AFFILIATE TRANSFER AGREEMENT
(Advisory 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 the investment advisers or sub-advisers
set forth on Appendix 2 (Adviser), with respect to
the series set forth on Appendix 1 (each a Fund).
Recitals
Each Fund is a series of an open-end management
investment company registered under the Investment
Company Act of 1940, as amended (1940 Act) (each an
Investment Company); and
Each Investment Company and LMFA are parties to
an Investment Management Agreement with respect to
each series of the Fund, as set forth on Appendix 1
hereto (each a Management Agreement), pursuant to
which LMFA provides certain investment advisory,
management, and administrative services to the Fund;
and
LMFA and the Advisers are parties to an
investment advisory agreement or sub-advisory
agreement with respect to each series of the Fund, as
set forth on Appendix 2 hereto (the Advisory
Agreement), pursuant to which LMFA delegates to such
Adviser investment advisory duties with respect 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 Advisory Agreement to LMPFA,
and LMPFA is willing to accept the transfer and
assume the duties and obligations under the Advisory
Agreement on the terms and conditions set forth
herein; and
The Fund and the Advisers have 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 Advisory
Agreement:
1a. Transfer and Assumption. The parties agree
that the terms and conditions of the Advisory
Agreement are incorporated herein by reference 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 Advisory 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 and the Adviser
that such transfer, conveyance and set over will not
result in 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
Advisory Agreement.. (ii) LMPFA makes all
representations and warranties of LMFA in the
Advisory 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 Advisory Agreement. Except as expressly herein
provided, this Transfer Agreement shall not be
construed to modify, terminate or merge any rights
any party to the Advisory Agreement has pursuant to
the terms thereof, and the parties hereby confirm
that all of the terms and provisions of the Advisory
Agreement remain in full force and effect.
2. Consent. The Fund and the Adviser each 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 Fund that
is organized as a business trust (Trust), LMFA, LMPFA
and the Adviser 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, LMPFA, and each Adviser 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:
___________
_________________
___
[Adviser]
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST:
___________
_________________
___
[Adviser]
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST:
___________
_________________
___
[Adviser]
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST:
___________
_________________
___
[Adviser]
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST: XXXX XXXXX FUND
ADVISER, INC.
By: /s/ By:
/s/______________
_______
Name:
Title:
ATTEST: XXXX XXXXX
PARTNER 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, 0000
Xxxxxxxx 2
Investment
Company
Fund
Adviser or
Sub-Adviser
Date of
Investment
Advisory
or Sub-
Advisory
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
Batterymarch
Financial
Management,
Inc.
Brandywine
Global
Investment
Management,
LLC
Batterymarch
Financial
Management,
Inc.
Batterymarch
Financial
Management,
Inc.
Brandywine
Global
Investment
Management,
LLC
Brandywine
Global
Investment
Management,
LLC
Xxxx Xxxxx
Investment
Counsel,
LLC
December
31, 2001
October
13, 2006
February
11, 1995
May 1,
1996
January 1,
2004
November
1, 1999
June 1,
2000
Xxxx Xxxxx Maryland Tax-Free Income Trusts
sub-advisory agreement with
Xxxx Xxxxx Investment Counsel & Trust Company,
N.A. (f/k/a Xxxx Xxxxx
Trust, fsb) dated June 1, 2000 was assigned to
Xxxx Xxxxx Investment Counsel,
LLC pursuant to an Inter-Affiliate Transfer
Agreement dated June 8, 2008.
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