SCHRODER GLOBAL SERIES TRUST DISTRIBUTION AGREEMENT
Exhibit (e)
XXXXXXXX GLOBAL SERIES TRUST
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT
This Agreement is made as of the 30th day of June 2010 by and between Xxxxxxxx Global Series
Trust, a Massachusetts business trust (the “Trust”), and Xxxxxxxx Fund Advisors LLC, a Delaware
limited liability company (the “Distributor”).
1. The Trust hereby appoints the Distributor as a distributor of shares of beneficial interest
(“Shares”) of each of the current series of the Trust (each, a “Fund”), and the Distributor hereby
accepts such appointment. Upon the approval of the Trust, this Agreement shall apply to any
additional series of the Trust as may be established from time to time, each of which shall become
a Fund hereunder.
2. The Distributor will have the right, as principal, to sell Shares of each Fund to
investment dealers against orders therefor at the public offering price less any discount
determined by the Distributor, which discount will not exceed the amount of the sales charge, if
any, referred to below. The Distributor will have the right, as principal, to purchase Shares from
the Trust at their net asset value and to sell such Shares to the public against orders therefor at
the public offering price. Upon receipt of an order to purchase Shares of a Fund from a bank or
dealer with whom the Distributor has a sales contract, the Distributor will promptly purchase
Shares of such Fund from the Trust to fill such order. Upon receipt of registration instructions in
proper form and payment for such Shares, the Distributor will transmit such instructions to the
Trust or its agent for registration of the Shares purchased. The Distributor will also have the
right, as agent for the Trust, to sell Shares at the public offering price to such persons and upon
such conditions as the Trustees of the Trust may from time to time determine. The public offering
price shall be the net asset value of the Shares in question then in effect, plus the applicable
sales charge, if any, determined in the manner set forth in the then current prospectus and
statement of additional information of the Trust or as permitted by the Investment Company Act of
1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”). The net
asset value of Shares shall be determined in the manner provided in the then current prospectus and
statement of additional information of the Trust and when determined shall be applicable to
transactions as provided for in such prospectus and statement of additional information. On every
sale of Shares, the Trust, on behalf of the Fund in question, shall receive the applicable net
asset value of the Shares.
3. The Trust reserves the right to issue Shares at any time directly to its shareholders as a
stock dividend or stock split and to sell Shares to its shareholders or to other persons approved
by the Distributor at not less than net asset value.
4. The Distributor will use its best efforts to place Shares sold by it on an investment
basis. The Distributor does not agree to sell any specific number of Shares. Shares will be sold by
the Distributor only against orders therefor. The Distributor will not purchase Shares from anyone
other than the Trust and will not take “long” or “short” positions in Shares contrary to the
instructions of the Trust or any applicable law, rule, or regulation.
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5. The Distributor will be an independent contractor and neither the Distributor nor any of
its officers or employees, as such, is or shall be an employee of the Trust. The Distributor is
responsible for its own conduct and the employment, control, and conduct of its agents and
employees and for injury to such agents or employees or to others through its agents or employees.
The Distributor assumes full responsibility for its agents and employees under applicable statutes
and agrees to pay all employer taxes thereunder. The Distributor will maintain at its own expense
insurance against public liability in such an amount as the Trustees of the Trust may from time to
time reasonably request.
6. The Trust reserves the right to reject any order for the purchase of Shares, provided,
however, that the Trust agrees that it will not arbitrarily or without reasonable cause refuse
acceptance or confirmation of such orders.
7. The Trust covenants and agrees that it will, at its own expense: (a) use its best efforts
to keep authorized, but unissued, sufficient Shares to meet the reasonable requirements of the
Distributor; (b) supply the Distributor with the net asset value per Share of each Fund computed as
at the times and in the manner prescribed by the then current prospectus and statement of
additional information of the Trust and in compliance with all pertinent requirements of the Trust
Instrument of the Trust and applicable law; (c) prepare, file, and keep effective registration
statements, prospectuses and licenses covering as many Shares as may be necessary for distribution
and sale of Shares in such jurisdictions where Shares may lawfully be sold and as reasonably
requested by the Distributor; and (d) maintain qualified personnel and adequate facilities for the
acceptance and confirmation of orders for the sale of Shares.
8. The Distributor will pay all expenses incident to the sale and distribution of Shares
issued or sold hereunder, including (i) expenses of printing and distributing or disseminating any
sales literature (including prospectuses and annual reports), advertising, and selling aids in
connection with such offering of Shares for sale (except that such expenses shall not include
expenses incurred by the Trust in connection with the preparation, printing, and distribution of
any prospectus, report or other communication to holders of Shares in their capacity as such) and
(ii) expenses of advertising in connection with such offering.
9. The Distributor covenants and agrees that it will comply, at its own expense, with the
applicable Federal and state laws and regulations regulating the affairs of broker-dealers, and
will conduct its affairs with the Trust and with dealers, brokers, and investors in accordance with
the Conduct Rules of the Financial Industry Regulatory Authority, as applicable.
10. (a) Except as provided in subsection (b) below, in the absence of (i) any breach of its
obligations under this Agreement (ii) willful misfeasance, bad faith, or gross negligence on the
part of the Distributor, or (iii) reckless disregard by the Distributor of its obligations and
duties hereunder, the Distributor shall not be subject to any liability whatsoever to the Trust, or
to any shareholder of the Trust, for any error of judgment, mistake of law, or any other act or
omission in the course of, or connected with, rendering services hereunder. The Trust agrees to
indemnify and hold harmless the Distributor and each person who controls the Distributor within the
meaning of the Securities Act of 1933, as amended (the “1933 Act”), against any and all
losses, claims, damages, or liabilities, joint or several, to which they or any of them may become
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subject under the 1933 and 1940 Acts, the Securities Exchange Act of 1934, as amended, or other
Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the Trust’s
registration statement for the registration of Shares as originally filed or in any amendment
thereof, or in the Trust’s current prospectus filed as a part thereof, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party for any legal loss, claim,
damage, liability, or action; provided, however, that the Trust will not be liable in any such case
to the extent that any such loss, claim, damage, or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged omission made therein in
reliance upon information furnished to the Trust in writing by or on behalf of the Distributor
specifically for use in connection with the preparation thereof.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each person who has
been, is, or may hereafter be a Trustee of the Trust against expenses incurred by any of them in
connection with any claim or in connection with any action, suit, or proceeding to which any of
them may be a party, which arises out of or is alleged to arise out of any alleged
misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or
omission to state a material fact, on the part of the Distributor or any agent or employee of the
Distributor or any other person for whose acts the Distributor is responsible or is alleged to be
responsible unless such misrepresentation or omissions was made in reliance upon written
information furnished by the Trust. The term “expenses” includes amounts paid in satisfaction of
judgments or in settlements which are made with the Distributor’s consent. In addition, the
Distributor agrees to indemnify and hold harmless the Trust and each person who has been, is, or
may hereafter be a Trustee of the Trust and each person who controls the Trust or any Fund within
the meaning of the 1933 Act, against any and all losses, claims, damages, or liabilities, joint or
several, to which they or any of them may become subject under the 1933 and 1940 Acts, the
Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Trust’s registration statement for the registration of Shares as
originally filed or in any amendment thereof, or in the Trust’s current prospectus filed as a part
thereof, or in any amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal loss, claim, damage, liability, or action, BUT ONLY to the extent
that any such loss, claim, damage, or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon
information furnished to the Trust in writing by or on behalf of the Distributor specifically for
use in connection with the preparation thereof.
(c) The foregoing rights of indemnification shall be in addition to any other rights to which
a person or entity may otherwise be entitled.
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11. This Agreement shall become effective with respect to the Trust on the date set forth
above, and shall continue in effect for one year, and thereafter only so long as its continuance is
specifically approved at least annually by (i) the Trust’s Board of Trustees or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Trust and (ii) by
vote of a majority of the Trust’s Trustees who are not parties to this Agreement or interested
persons (as defined in the 0000 Xxx) of any such party and have no direct or indirect financial
interest in the operation of this Agreement or any plan to which this Agreement relates, cast in
person at a meeting called for the purpose of voting on such approval.
12. This Agreement shall terminate automatically in the event of its assignment. This
Agreement may be terminated at any time, without the payment of any penalty, (i) by the Board of
Trustees of the Trust, by vote of a majority of the Trust’s Trustees who are not parties to this
Agreement or interested persons (as defined in the 0000 Xxx) of any such party and have no direct
or indirect financial interest in the operation of this Agreement or any plan to which this
Agreement relates, or by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Trust by thirty days’ written notice addressed to the Distributor at its principal
place of business; and (ii) by the Distributor by thirty days’ written notice addressed to the
Trust at its principal place of business.
13. This Agreement shall be construed and its provisions interpreted in accordance with the
laws of the state of New York.
14. A copy of the Trust Instrument of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of
or arising out of this instrument are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of the Trust. It is
intended that this Agreement shall constitute a separate and discrete contractual arrangement
between the Distributor and the Trust on behalf of each Fund separately and shall be construed in
all respect so as to give effect to this intention to the same extent as if the agreement between
the Distributor and the Trust on behalf of each such Fund were set out in a separate writing.
Without limiting the generality of the foregoing, no Fund shall be liable or responsible for the
acts, omissions, or liabilities of any other Fund, or of the Trust on behalf or in respect of any
other Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date set forth above.
| XXXXXXXX GLOBAL SERIES TRUST |
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| /s/ Xxxxxxx Xxxxx | ||||
| Title: Vice President | ||||
| XXXXXXXX FUND ADVISORS LLC |
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| /s/ Xxxxxx Xxxxx | ||||
| Title: Authorized Signatory | ||||
