INTER-AFFILIATE TRANSFER AGREEMENT
XXXX XXXXX OPPORTUNITY TRUST
This Inter-Affiliate Transfer Agreement ("Transfer Agreement") is made
as of the 1st day of April, 2005 by and among Xxxx Xxxxx Investment Trust, Inc.
("Investment Trust"), a Maryland corporation, on behalf of Xxxx Xxxxx
Opportunity Trust ("Fund"), LMM LLC ("Manager"), a Delaware limited liability
company, Xxxx Xxxxx Funds Management, Inc. ("LMFM"), a Maryland corporation, and
Xxxx Xxxxx Capital Management, Inc. ("LMCM"), a Maryland corporation.
Recitals
The Fund is a series of Investment Trust, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
Manager provides investment advisory, management, and administrative
services to the Fund pursuant to a Management Agreement dated December 23, 1999
between Investment Trust, on behalf of the Fund, and Manager; and
Manager and LMFM are parties to an Investment Advisory Agreement dated
August 1, 2000 (the "Advisory Agreement") pursuant to which LMFM provides
certain investment advisory services to Manager in connection with Manager's
management of the Fund; and
LMFM and LMCM are affiliated by virtue of being wholly owned
subsidiaries of Xxxx Xxxxx, Inc. and sharing common officers, directors, and
employees; and
LMFM desires to transfer its duties and obligations under the
Management Agreement to LMCM, and LMCM is willing to accept the transfer and
assume the duties and obligations under the Management Agreement on the terms
and conditions set forth herein; and
Investment Trust, on behalf of the Fund, and Manager 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:
1. Transfer and Assumption. The parties agree that the terms and conditions of
the Advisory Agreement are incorporated herein by reference. Effective April 1,
2005, LMFM hereby transfers, conveys and sets over all of its rights, interests,
claims and entitlements under the Advisory Agreement to LMCM and to its
successors and permitted assigns, to have and to hold the same forever, it being
understood that such transfer, conveyance and set over will not result in the
automatic termination of the Advisory Agreement as a result of an "assignment"
within the meaning set forth in the 1940 Act and the regulations thereunder.
LMCM hereby undertakes, assumes, and agrees to perform or otherwise discharge
when due all covenants, liabilities, duties and obligations of LMFM 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 all of the terms and
provisions of the Advisory Agreement as remaining in full force and effect.
2. Consent. Investment Trust, on behalf of the Fund, and LMM hereby consent and
agree 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 regards 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.
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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: XXXX XXXXX INVESTMENT TRUST, INC
On behalf of Xxxx Xxxxx
Opportunity Trust
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
---------------------------------- -------------------
Name: Xxxxxxx Xxxx
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Title: Vice President
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ATTEST: LMM LLC
By: /s/ Xxxx X'Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxxx
---------------------------------- -------------------
Name: Xxxxxxxx Xxxxxx
---------------
Title: Chief Operations Officer
------------------------
ATTEST: XXXX XXXXX FUNDS MANAGEMENT, INC.
By: /s/ Xxxx X'Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------------- --------------------
Name: Xxxxxx X. Xxxxxx
----------------
Title: Senior Vice President
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ATTEST: XXXX XXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X'Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------------- --------------------
Name: Xxxxxx X. Xxxxxx
----------------
Title: Senior Vice President
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