Legg Mason Partners Investment Trust Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 13th, 1995 • Smith Barney Investment Trust
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AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2007 • Legg Mason Partners Investment Trust • Maryland
SUBADVISORY AGREEMENT
Subadvisory Agreement • December 22nd, 2021 • Legg Mason Partners Investment Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • December 22nd, 2021 • Legg Mason Partners Investment Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

FORM OF SUB-TRANSFER AGENCY AGREEMENT
Agency Agreement • November 13th, 1995 • Smith Barney Investment Trust • New York
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 26th, 2018 • Legg Mason Partners Equity Trust

THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2020 • Legg Mason Partners Equity Trust • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this 31st day of July, 2020 by and between Legg Mason Partners Equity Trust (“Investment Company”), a Maryland statutory trust, and Legg Mason Investor Services, LLC (“Distributor”).

FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • December 16th, 2011 • Legg Mason Partners Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 5th day of May, 2011, by and between Legg Mason Partners Fund Advisor, LLC (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 14th, 2007 • Legg Mason Partners Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 13th day of April, 2007, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 27th, 2006 • Smith Barney Investment Trust • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 25th, 2022 • Legg Mason Partners Investment Trust • Delaware

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 24th, 2016 • Legg Mason Partners Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2016, by and between EnTrustPermal Management LLC (the “Manager”), the investment manager to Permal Alternative Select Fund (“Fund”), a series of the Legg Mason Partners Equity Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and First Quadrant, L. P., a Delaware limited partnership (the “Subadviser”).

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AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 27th, 2006 • Smith Barney Investment Trust

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Investment Trust (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • January 26th, 2018 • Legg Mason Partners Equity Trust

THIS AGREEMENT is made as of January 1, 2018 by and between The Bank of New York Mellon (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).

LICENSE AGREEMENT
License Agreement • January 27th, 2006 • Smith Barney Investment Trust

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to...
Legg Mason Partners Equity Trust • November 27th, 2007

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the Agreement), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an Existing Fund on Schedule I hereto (each, a Fund and, collectively, the Funds) on behalf of each of its series, if any, identified as Existing Portfolio on Schedule I hereto (each, a Portfolio and, collectively, the Portfolios) and certain other affiliated management investment companies. In connection with a restructuring of the complex of which the Funds are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Schedule I hereto (each, a Closing Date), many of the Funds and Portfolios will be reorganized as set forth on Schedule I hereto. Additiona

FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • November 30th, 2012 • Legg Mason Partners Equity Trust

THIS AGREEMENT is made as of October 5, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).

April 10, 2007 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an Agreement and, collectively, the...
Legg Mason Partners Equity Trust • September 27th, 2007

Reference is made to the Distribution Agreements (each, as amended to date, an Agreement and, collectively, the Agreements), by and between each investment management company identified as an Old Fund on Exhibit A hereto (each, an Investment Company and, collectively, the Investment Companies), with respect to one or more of its series, if any, identified as an Old Portfolio on Exhibit A hereto (each, a Portfolio and, collectively, the Portfolios), and Citigroup Global Markets Inc. In connection with a restructuring of the complex of which the Investment Companies and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a Closing Date), many of the Investment Companies and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhibit A hereto, several the Investment Companies and Portfolios shall cease operations following fund combinations as of the close of business on

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • August 29th, 2006 • Legg Mason Partners Investment Trust
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • December 15th, 2014 • Legg Mason Partners Equity Trust • New York

AGREEMENT, dated as of December 19, 2013 by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and BNY Mellon Investment Servicing (US) Inc. (“Transfer Agent” or “BNYM”), a Massachusetts corporation with principal corporate offices at 301 Bellevue Parkway, Wilmington, Delaware 19809. Any references herein to “the Fund” are meant to encompass each applicable Fund or series thereof, as the context requires.

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • August 28th, 2008 • Legg Mason Partners Equity Trust
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC FORM OF TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Legg Mason Partners Investment Trust • February 22nd, 2022 • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent.

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