FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into this ___ day of __________,
2005, by and between Xxxxxxx Investment Trust, a Delaware statutory trust (the
"Trust"), on behalf of each of its two series listed on Exhibit A hereto, as
amended from time to time (each a "Fund" and collectively the "Funds"), U.S.
Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS") and
Xxxxxxx Investment Partners, L.P., a Delaware limited partnership and the
investment advisor to the Trust (the "Advisor").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of beneficial interest in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, USBFS is, among other things, in the business of providing fund
administration services for the benefit of its customers; and
WHEREAS, USBFS is currently providing administration services to the
Trust pursuant to an Administration Agreement dated as of December 7, 1999, as
amended (the "Prior Agreement"), and the parties wish to enter into an new
agreement with USBFS for the provision of such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Appointment of USBFS as Administrator
The Trust hereby appoints USBFS as administrator of the Trust and its
series on the terms and conditions set forth in this Agreement, and
USBFS hereby accepts such appointment and agrees to perform the services
and duties set forth in this Agreement in accordance with the standards
of care specified herein. The services and duties of USBFS shall be
confined to those matters expressly set forth herein, and no implied
duties are assumed by or may be asserted against USBFS hereunder.
2. Services and Duties of USBFS
USBFS shall provide the following administration services to the Fund:
A. General Fund Management:
(1) Act as liaison among Fund service providers.
(2) Supply:
a. Corporate secretarial services.
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b. Office facilities (which may be in USBFS's, or
an affiliate's, own offices).
c. Non-investment-related statistical and research
data as needed.
(3) Coordinate the communications of the Trust's board of
trustees (the "Board of Trustees" or the "Trustees"),
such as:
a. Prepare meeting agendas and resolutions, with
the assistance of Fund counsel.
b. Prepare reports for the Board of Trustees based
on financial and administrative data.
c. Evaluate independent auditor.
d. Secure and monitor fidelity bond and director
and officer liability coverage, and make the
necessary Securities and Exchange Commission
(the "SEC") filings relating thereto.
e. Prepare minutes of meetings of the Board of
Trustees and Fund shareholders.
f. Recommend dividend declarations to the Board of
Trustees and prepare and distribute to
appropriate parties notices announcing
declaration of dividends and other distributions
to shareholders.
g. Provide personnel to serve as officers of the
Trust if so elected by the Board of Trustees,
attend Board of Trustees meetings and present
materials for Trustees' review at such meetings.
(4) Audits:
a. Prepare appropriate schedules and assist
independent auditors.
b. Provide information to the SEC and facilitate
audit process.
c. Provide office facilities.
(5) Assist in overall operations of the Fund.
(6) Pay Fund expenses upon written authorization from the
Trust.
(7) Keep the Trust's governing documents, including its
charter, bylaws and minute books, but only to the extent
such documents are provided to USBFS by the Trust or
their representatives for safe keeping.
B. Compliance:
(1) Regulatory Compliance:
a. Monitor compliance with the 1940 Act
requirements, including:
(i) Asset diversification tests.
(ii) Total return and SEC yield calculations.
(iii) Maintenance of books and records under
Rule 31a-3.
(iv) Code of ethics requirements under Rule
17j-1 for the disinterested Trustees.
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b. Monitor Fund's compliance with the policies and
investment limitations as set forth in its
prospectus (the "Prospectus") and statement of
additional information (the "SAI").
c. Perform its duties hereunder in compliance with
all applicable laws and regulations and provide
any sub-certifications reasonably requested by
the Trust in connection with any certification
required of the Trust pursuant to the
Xxxxxxxx-Xxxxx Act of 2002 (the "SOX Act") or
any rules or regulations promulgated by the SEC
thereunder, provided the same shall not be
deemed to change USBFS's standard of care as set
forth herein.
d. Monitor applicable regulatory and operational
service issues, and update Board of Trustees
periodically.
(2) Blue Sky Compliance:
a. Prepare and file with the appropriate state
securities authorities any and all required
compliance filings relating to the qualification
of the securities of the Fund so as to enable
the Fund to make a continuous offering of its
shares in all states.
b. Monitor status and maintain registrations in
each state.
c. Provide updates regarding material developments
in state securities regulation.
(3) SEC Registration and Reporting:
a. Assist Fund counsel in annual update of the
Prospectus and SAI and in preparation of proxy
statements as needed.
b. Prepare and file annual and semiannual
shareholder reports, Form N-SAR, Form N-CSR, and
Form N-Q filings and Rule 24f-2 notices. As
requested by the Trust, prepare and file Form
N-PX filings.
c. Coordinate the printing, filing and mailing of
Prospectuses and shareholder reports, and
amendments and supplements thereto.
d. File fidelity bond under Rule 17g-1.
e. Monitor sales of Fund shares and ensure that
such shares are properly registered or
qualified, as applicable, with the SEC and the
appropriate state authorities.
(4) IRS Compliance:
a. Monitor the Trust's status as a regulated
investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the
"Code"), including without limitation, review of
the following:
(i) Asset diversification requirements.
(ii) Qualifying income requirements.
(iii) Distribution requirements.
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b. Calculate required distributions (including
excise tax distributions).
C. Financial Reporting:
(1) Provide financial data required by the Prospectus and
SAI.
(2) Prepare financial reports for officers, shareholders,
tax authorities, performance reporting companies, the
Board of Trustees, the SEC, and independent accountants.
(3) Supervise the Fund's custodian and fund accountants in
the maintenance of the Fund's general ledger and in the
preparation of the Fund's financial statements,
including oversight of expense accruals and payments,
the determination of net asset value and the declaration
and payment of dividends and other distributions to
shareholders.
(4) Compute the yield, total return, expense ratio and
portfolio turnover rate of each class of the Fund.
(5) Monitor expense accruals and notify the Trust's
management of any proposed adjustments.
(6) Prepare monthly financial statements, which include,
without limitation, the following items:
a. Schedule of Investments.
b. Statement of Assets and Liabilities.
c. Statement of Operations.
d. Statement of Changes in Net Assets.
e. Cash Statement.
f. Schedule of Capital Gains and Losses.
(7) Prepare quarterly broker security transaction summaries.
D. Tax Reporting:
(1) Prepare and file on a timely basis appropriate federal
and state tax returns including, without limitation,
Forms 1120/8610, with any necessary schedules.
(2) Prepare state income breakdowns where relevant.
(3) File Form 1099 for payments to disinterested Trustees
and other service providers.
(4) Monitor wash sale losses.
(5) Calculate eligible dividend income for corporate
shareholders.
3. Compensation
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B
hereto (as amended from time to time). USBFS shall also be compensated
for such out-of-pocket expenses (e.g., telecommunication charges,
postage and delivery charges, and reproduction charges) as are
reasonably incurred by USBFS in performing its duties hereunder.
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With respect to the Xxxxxxx Institutional International Equity Fund, the
Trust shall pay all such fees and reimbursable expenses within 30
calendar days following receipt of the billing notice, except for any
fee or expense subject to a good faith dispute. The Trust shall notify
USBFS in writing within 30 calendar days following receipt of each
invoice if the Trust is disputing any amounts in good faith. The Trust
shall pay such disputed amounts within 10 calendar days of the day on
which the parties agree to the amount to be paid. With the exception of
any fee or expense the Trust is disputing in good faith as set forth
above, unpaid invoices shall accrue a finance charge of 1 1/2% per month
after the due date.
With respect to the Separately Managed Account Reserve Trust, the
Advisor shall pay all such fees and reimbursable expenses within 30
calendar days following receipt of the billing notice, except for any
fee or expense subject to a good faith dispute. The Advisor shall notify
USBFS in writing within 30 calendar days following receipt of each
invoice if the Advisor is disputing any amounts in good faith. The
Advisor shall pay such disputed amounts within 10 calendar days of the
day on which the parties agree to the amount to be paid. With the
exception of any fee or expense the Advisor is disputing in good faith
as set forth above, unpaid invoices shall accrue a finance charge of 1
1/2% per month after the due date.
4. Representations and Warranties
A. The Trust hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and exists under the laws of the
jurisdiction of its organization, with full power to carry
on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by the Trust in accordance with all requisite
action and constitutes a valid and legally binding
obligation of the Trust, enforceable in accordance with
its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors
and secured parties; and
(3) It is conducting its business in compliance in all
material respects with all applicable laws and
regulations, both state and federal, and has obtained all
regulatory approvals necessary to carry on its business as
now conducted; and there is no statute, rule, regulation,
order or judgment binding on it and no provision of its
charter, bylaws or any contract binding it or affecting
its property which would prohibit its execution or
performance of this Agreement.
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B. The Advisor hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry
on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by the Advisor in accordance with all requisite
action and constitutes a valid and legally binding
obligation of the Advisor, enforceable in accordance with
its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors
and secured parties; and
(3) It is conducting its business in compliance in all
material respects with all applicable laws and
regulations, both state and federal, and has obtained all
regulatory approvals necessary to carry on its business as
now conducted; and there is no statute, rule, regulation,
order or judgment binding on it and no provision of its
charter, bylaws or any contract binding it or affecting
its property which would prohibit its execution or
performance of this Agreement.
C. USBFS hereby represents and warrants to the Trust and Advisor,
which representations and warranties shall be deemed to be
continuing throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry
on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by USBFS in accordance with all requisite action
and constitutes a valid and legally binding obligation of
USBFS, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and
remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all
material respects with all applicable laws and
regulations, both state and federal, and has obtained all
regulatory approvals necessary to carry on its business as
now conducted; and there is no statute, rule, regulation,
order or judgment binding on it and no provision of its
charter, bylaws or any contract binding it or affecting
its property which would prohibit its execution or
performance of this Agreement.
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5. Standard of Care; Indemnification; Limitation of Liability
A. USBFS shall exercise reasonable care in the performance of its
duties under this Agreement. USBFS shall not be liable for any
error of judgment or mistake of law or for any loss suffered by
the Trust in connection with its duties under this Agreement,
including losses resulting from mechanical breakdowns or the
failure of communication or power supplies beyond USBFS's
control, except a loss arising out of or relating to USBFS's
refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence, or willful misconduct in the
performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if USBFS has exercised
reasonable care in the performance of its duties under this
Agreement, the Trust shall indemnify and hold harmless USBFS
from and against any and all claims, demands, losses, expenses,
and liabilities of any and every nature (including reasonable
attorneys' fees) that USBFS may sustain or incur or that may be
asserted against USBFS by any person arising out of any action
taken or omitted to be taken by it in performing the services
hereunder (i) in accordance with the foregoing standards, or
(ii) in reliance upon any written or oral instruction provided
to USBFS by any duly authorized officer of the Trust, as
approved by the Board of Trustees of the Trust, except for any
and all claims, demands, losses, expenses, and liabilities
arising out of or relating to USBFS's refusal or failure to
comply with the terms of this Agreement or from its bad faith,
negligence or willful misconduct in the performance of its
duties under this Agreement. This indemnity shall be a
continuing obligation of the Trust, its successors and assigns,
notwithstanding the termination of this Agreement. As used in
this paragraph, the term "USBFS" shall include USBFS's
directors, officers and employees. In order that the
indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may
be asked to indemnify or hold the indemnitee harmless, the
indemnitor shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further
understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation that
presents or appears likely to present the probability of a claim
for indemnification. The indemnitor shall have the option to
defend the indemnitee against any claim that may be the subject
of this indemnification with counsel reasonably acceptable to
the indemnitee. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall
take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be
asked to indemnify the indemnitee except with the indemnitor's
prior written consent.
B. USBFS shall indemnify and hold the Trust harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that the Trust may sustain or incur or that may
be asserted against the Trust by any person arising out of any
action taken or
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omitted to be taken by USBFS as a result of USBFS's refusal or
failure to comply with the terms of this Agreement, or from its
bad faith, negligence, or willful misconduct in the performance
of its duties under this Agreement. This indemnity shall be a
continuing obligation of USBFS, its successors and assigns,
notwithstanding the termination of this Agreement. As used in
this paragraph, the term "Trust" shall include the Trust's
directors, officers and employees.
C. USBFS shall exercise reasonable care in the performance of its
duties under this Agreement. USBFS shall not be liable for any
error of judgment or mistake of law or for any loss suffered by
the Advisor in connection with its duties under this Agreement,
including losses resulting from mechanical breakdowns or the
failure of communication or power supplies beyond USBFS's
control, except a loss arising out of or relating to USBFS's
refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence, or willful misconduct in the
performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if USBFS has exercised
reasonable care in the performance of its duties under this
Agreement, the Advisor shall indemnify and hold harmless USBFS
from and against any and all claims, demands, losses, expenses,
and liabilities of any and every nature (including reasonable
attorneys' fees) that USBFS may sustain or incur or that may be
asserted against USBFS by any person arising out of any action
taken or omitted to be taken by it in performing the services
hereunder (i) in accordance with the foregoing standards, or
(ii) in reliance upon any written or oral instruction provided
to USBFS by any duly authorized officer of the Advisor, except
for any and all claims, demands, losses, expenses, and
liabilities arising out of or relating to USBFS's refusal or
failure to comply with the terms of this Agreement or from its
bad faith, negligence or willful misconduct in the performance
of its duties under this Agreement. This indemnity shall be a
continuing obligation of the Advisor, its successors and
assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the term "USBFS" shall include USBFS's
directors, officers and employees. In order that the
indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may
be asked to indemnify or hold the indemnitee harmless, the
indemnitor shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further
understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation that
presents or appears likely to present the probability of a claim
for indemnification. The indemnitor shall have the option to
defend the indemnitee against any claim that may be the subject
of this indemnification with counsel reasonably acceptable to
the indemnitee. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall
take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any
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case in which the indemnitor will be asked to indemnify the
indemnitee except with the indemnitor's prior written consent.
D. USBFS shall indemnify and hold the Advisor harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that the Advisor may sustain or incur or that
may be asserted against the Advisor by any person arising out of
any action taken or omitted to be taken by USBFS as a result of
USBFS's refusal or failure to comply with the terms of this
Agreement, or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of
USBFS, its successors and assigns, notwithstanding the
termination of this Agreement. As used in this paragraph, the
term "Advisor" shall include the Advisor's directors, officers
and employees.
E. In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, USBFS shall
take all reasonable steps to minimize service interruptions for
any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the
expense of USBFS. USBFS agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is
available. Representatives of the Trust or Advisor shall be
entitled to inspect USBFS's premises and operating capabilities
at any time during regular business hours of USBFS, upon
reasonable notice to USBFS. Moreover, USBFS shall provide the
Trust or Advisor, at such times as the Trust or Advisor may
reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS
relating to the services provided by USBFS under this Agreement.
F. Notwithstanding the above, USBFS reserves the right to reprocess
and correct administrative errors at its own expense.
G. The indemnity and defense provisions set forth in this Section 5
shall indefinitely survive the termination and/or assignment of
this Agreement.
H. If USBFS is acting in another capacity for the Trust or Advisor
pursuant to a separate agreement, nothing herein shall be deemed
to relieve USBFS of any of its obligations in such other
capacity.
I. Neither party to this Agreement shall be liable to the other
party for consequential, special or punitive damages under any
provision of this Agreement.
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J. No party shall be obligated to provide indemnification under
this Section 7 if such indemnification would be impermissible
under the 1940 Act, the 1933 Act, the 1934 Act or the rules of
the NASD; provided, however, in such event indemnification shall
be provided under this Section 7 to the maximum extent so
permissible.
K. Nothing in this section shall require the Trust be responsible
for fees or expenses owed by the Advisor as directed by Section
3 of this agreement. The obligations specified in Section 3 of
this Agreement herein with respect to the Advisor are payable
only by the Advisor.
6. Data Necessary to Perform Services
The Trust or its agent shall furnish to USBFS the data reasonably
necessary to perform the services described herein at such times and in
such form as mutually agreed upon.
7. Proprietary and Confidential Information
USBFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust (and clients of said
shareholders), and not to use such records and information for any
trading or other purpose other than the performance of its
responsibilities and duties hereunder, except (i) after prior
notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where USBFS
may be exposed to civil or criminal contempt proceedings for failure to
comply, (ii) when requested to divulge such information by duly
constituted authorities, or (iii) when so requested by the Trust.
Records and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of
USBFS prior to receipt thereof from the Trust or its agents, shall not
be subject to this paragraph.
Further, USBFS will adhere to the privacy policies adopted by the Trust
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified
from time to time. In this regard, USBFS shall have in place and
maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and
to prevent unauthorized access to or use of, records and information
relating to the Trust and its shareholders.
8. Records
USBFS shall keep records relating to the services to be performed
hereunder in the form and manner, and for such period, as it may deem
advisable and is agreeable to the Trust, but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and
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the rules thereunder. USBFS agrees that all such records prepared or
maintained by USBFS relating to the services to be performed by USBFS
hereunder are the property of the Trust and will be preserved,
maintained, and made available in accordance with such applicable
sections and rules of the 1940 Act and will be promptly surrendered to
the Trust or its designee on and in accordance with its request.
9. Compliance with Laws
The Trust has and retains primary responsibility for all compliance
matters relating to the Funds, including but not limited to compliance
with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002
and the policies and limitations of the Fund relating to its portfolio
investments as set forth in its Prospectus and SAI. USBFS's services
hereunder shall not relieve the Trust of its responsibilities for
assuring such compliance or the Board of Trustee's oversight
responsibility with respect thereto.
10. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above
and will continue in effect for a period of three (3) years. Subsequent
to the initial three-year term, this Agreement may be terminated by
either party upon giving 90 days prior written notice to the other party
or such shorter period as is mutually agreed upon by the parties.
Notwithstanding the foregoing, this Agreement may be terminated by any
party upon the breach of the other party of any material term of this
Agreement if such breach is not cured within 15 days of notice of such
breach to the breaching party. This Agreement is the entire agreement
between the parties with respect to the matters covered hereby and
supersedes the Prior Agreement and all prior agreements with respect to
the subject matter hereof and may not be amended or modified in any
manner except by written agreement executed by USBFS, the Advisor and
the Trust, and authorized or approved by the Board of Trustees.
11. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of
USBFS's duties or responsibilities hereunder is designated by the Trust
by written notice to USBFS, USBFS will promptly, upon such termination
and at the expense of the Trust, transfer to such successor all relevant
books, records, correspondence, and other data established or maintained
by USBFS under this Agreement in a form reasonably acceptable to the
Trust (if such form differs from the form in which USBFS has maintained
the same, the Trust shall pay any expenses associated with transferring
the data to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from
USBFS's personnel in the establishment of books, records, and other data
by such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Trust.
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12. Assignment
This Agreement shall extend to and be binding upon the parties hereto
and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by any party without the written
consent of the other parties (and in the case of the Trust, accompanied
by the authorization or approval of the Trust's Board of Trustees).
13. Governing Law
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. To
the extent that the applicable laws of the State of Wisconsin, or any of
the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or
order of the SEC thereunder.
14. No Agency Relationship
Except as specifically set forth herein, nothing herein contained shall
be deemed to authorize or empower either party to act as agent for the
other party to this Agreement, or to conduct business in the name, or
for the account, of the other party to this Agreement.
15. Services Not Exclusive
Nothing in this Agreement shall limit or restrict USBFS from providing
services to other parties that are similar or identical to some or all
of the services provided hereunder.
16. Invalidity
Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. In such case, the parties shall in good faith
modify or substitute such provision consistent with the original intent
of the parties.
17. Notices
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three days after sent by
registered or certified mail, postage prepaid, return receipt requested,
or on the date sent and confirmed received by facsimile transmission to
the other parties address as set forth below:
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Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Xxxxxxx Investment Trust and Advisor shall be sent to:
Xxxxxxx Investment Trust
00000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: President
The obligations specified herein with respect to a Fund are payable only
by that Fund, not other Funds. The obligations specified herein do not
bind shareholders or Trustees.
18. Declaration of Trust
USBFS and the Advisor acknowledge and agree that the obligations of the
Trust hereunder are not binding upon any of the trustees or
representatives of the Trust individually, but only on the assets of the
Trust, and that they must look solely to the assets of the Trust
belonging to a Fund for the enforcement of any claims against the Trust
with respect to services on behalf of such Fund (and not to the assets
fo the Trust belonging to any other Fund).
19. Multiple Originals
This Agreement may be executed on two or more counterparts, each of
which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
XXXXXXX INVESTMENT TRUST U.S. BANCORP FUND SERVICES, LLC
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
XXXXXXX INVESTMENT PARTNERS, L.P.
By:______________________________
Name:____________________________
Title:___________________________
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Exhibit A
to the
Xxxxxxx Investment Trust and Xxxxxxx Investment Partners, L.P.
Fund Administration Servicing Agreement
Fund Names
Separate Series of Xxxxxxx Investment Trust
Name of Series
--------------
Brandes Institutional International Equity Fund
Xxxxxxx Separately Managed Account Reserve Trust
A-1
Exhibit B
to the
Fund Administration Servicing Agreement
Fee Schedule
------------------------------------------------------------------------------------------------------
XXXXXXX INSTITUTIONAL INTERNATIONAL EQUITY FUND
------------------------------------------------------------------------------------------------------
FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE (Proposed on 1/13/05 & Effective 3/31/05)
------------------------------------------------------------------------------------------------------
International Funds Multiple Classes - Add the following per class:
------------------- o 1 basis point at each level
o $15,000 per fund minimum
Annual Fee Based Upon Market Value Per Fund:
-------------------------------------------- Annual Legal Administration - Legal services in
4 basis points on the first $500 million support of external legal counsel:
2 basis points on the balance o Included in Annual Fee
Minimum annual fee: $50,000 per fund
Extraordinary services - quoted separately
Internet Data Delivery Services
o ReportSource - $150 /month - Web
reporting
Plus out-of-pocket expenses,
including but not limited
to:
Postage, Stationery
Programming, Special Reports
Proxies, Insurance
XXXXX filing
Retention of records
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from board of directors meetings
Auditing and legal expenses
Blue Sky conversion expenses (if necessary)
All other out-of-pocket expenses
Fees are billed monthly.
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B-1
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XXXXXXX SMART (Separately Managed Account Reserve Trust) FUND
------------------------------------------------------------------------------------------------------
FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE (Proposed on 1/13/05 & Effective 3/31/05)
------------------------------------------------------------------------------------------------------
International Funds Multiple Classes - Add the following per class:
------------------- o 1 basis point at each level
Annual Fee Based Upon Market Value Per Fund: o $15,000 per fund minimum
--------------------------------------------
4 basis points on the first $500 million Annual Legal Administration - Legal services in
2 basis points on the balance support of external legal counsel:
Minimum annual fee: $50,000 per fund o Included in Annual Fee
Extraordinary services - quoted separately
Internet Data Delivery Services
o ReportSource - $150 /month - Web reporting
Plus out-of-pocket
expenses, including
but not limited to:
Postage, Stationery
Programming, Special Reports
Proxies, Insurance
XXXXX filing
Retention of records
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from board of directors meetings
Auditing and legal expenses
Blue Sky conversion expenses (if necessary)
All other out-of-pocket expenses
Fees are billed monthly.
------------------------------------------------------------------------------------------------------
2
