ADMINISTRATIVE SERVICES AGREEMENT
XXXX XXXXX INVESTMENT TRUST, INC.
AGREEMENT made this 1st day of August, 2000 by and between LMM LLC
("Manager"), a Maryland limited liability company, and Xxxx Xxxxx Fund Adviser,
Inc. ("Administrator"), a Maryland corporation, each of which is registered as
an investment adviser under the Investment Advisers Act of 1940.
WHEREAS, the Manager is the investment adviser of Xxxx Xxxxx
Opportunity Trust (the "Fund"), a series of Xxxx Xxxxx Investment Trust, Inc.
(the "Corporation"), an open-end, non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager wishes to retain the Administrator to provide it
with certain administrative services in connection with the Manager's management
of the Fund; and
WHEREAS, the Administrator is willing to furnish such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. Appointment. The Manager hereby appoints the Administrator as
administrator for the Fund for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Manager has furnished the
Administrator with copies properly certified or authenticated of each of the
following:
(a) The Corporation's Articles of Incorporation, as filed with
the State Department of Assessments and Taxation of the State of Maryland and
all amendments thereto;
(b) The Corporation's By-Laws and all amendments thereto;
(c) Resolutions of the Corporation's Board of Directors
authorizing the appointment of the Manager as the investment adviser and manager
for the Fund, and approving the Management Agreement between the Manager and the
Corporation with respect to the Fund (the "Management Agreement");
(d) The Corporation's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended, and the 1940 Act as filed with the
Securities and Exchange Commission, including all exhibits thereto, relating to
shares of common stock of the Fund, and all amendments thereto;
(e) The Fund's most recent prospectus(es); and
(f) The Fund's most recent statement(s)of additional
information.
The Manager will furnish the Administrator from time to time with copies of all
amendments of or supplements to the foregoing.
3. Administrative Services. (a) The Administrator, at its expense,
shall supply the Board of Directors and officers of the Corporation with all
statistical information and reports reasonably required by them and reasonably
available to the Administrator and shall furnish the Fund with office
facilities, including space, furniture and equipment and all personnel
reasonably necessary for the administration of the Fund. The Administrator shall
authorize and permit any of its directors, officers and employees, who may be
elected as directors or officers of the Fund, to serve in the capacities in
which they are elected.
(b) The Administrator shall oversee the maintenance of all books
and records with respect to the Fund's securities transactions and the keeping
of the Fund's books of accounts in accordance with all applicable federal and
state laws and regulations. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Administrator hereby agrees that any records which it
maintains for the Fund are the property of the Fund, and further agrees to
surrender promptly to the Fund or its agents any of such records upon the Fund's
request. The Administrator further agrees to arrange for the preservation of the
records required to be maintained by Rule 31a-1 under the 1940 Act for the
periods prescribed by Rule 31a-2 under the 1940 Act.
4. Services Not Exclusive. The Administrator's services hereunder
are not deemed to be exclusive, and the Administrator shall be free to render
similar services to others. It is understood that persons employed by the
Administrator to assist in the performance of its duties hereunder might not
devote their full time to such service. Nothing herein contained shall be deemed
to limit or restrict the right of the Administrator or any affiliate of the
Administrator to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
5. Expenses. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its activities under
this Agreement.
6. Compensation. For the services which the Administrator will
render to the Manager and the Fund under this Agreement, the Manager will pay
the Administrator a fee, computed daily and paid monthly, at an annual rate
equal to 0.05% of the Fund's average daily net assets. Fees due to the
Administrator hereunder shall be paid promptly to the Administrator by the
Manager following its receipt of fees from the Fund. If this Agreement is
terminated as of any date not the last day of a calendar month, a final fee
shall be paid promptly after the date of termination, which fee shall be based
on the percentage of days of the month during which the contract was still in
effect and the average daily net assets over that time period.
7. Limitation of Liability. The Administrator assumes no responsibility
under this Agreement other than to render the services called for hereunder, in
good faith, and shall not be responsible for any action of the Board of
Directors of the Corporation in following or declining to follow any advice or
recommendations of the Administrator; provided, however, that nothing in this
Agreement shall protect the Administrator against any liability to the Manager,
the Corporation, the Fund or the Fund's shareholders for a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties or from reckless disregard of its obligations or duties under this
Agreement.
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8. Definitions. As used in this Agreement, the term "securities"
shall have the meaning ascribed to it in the Articles of Incorporation of the
Corporation; and the terms "assignment" and "interested person" shall have the
meanings given to them by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation or order.
9. Duration and Termination. This Agreement will become effective
August 1, 2000. This Agreement cannot be amended or terminated by the Manager
except with the prior approval of the Board of Directors of the Corporation.
This Agreement will be terminated immediately upon any termination of the
Management Agreement with respect to the Fund or upon the mutual written consent
of the Administrator and the Manager. This Agreement will automatically and
immediately terminate in the event of its assignment.
10. Further Actions. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
11. Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
12. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. Should any part of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding on and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
Attest: LMM LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Chief Operations Officer
Attest: XXXX XXXXX FUND ADVISER, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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