Xxxx Xxxxx Investment Trust
Xxxx Xxxxx Opportunity Trust
Sub-item 77H
ADMINISTRATIVE SERVICES AGREEMENT
XXXX XXXXX INVESTMENT TRUST
AGREEMENT made as of the 30th day of April, 2013 by and between LMM LLC
("Manager"), a Delaware limited liability company, and Xxxx Xxxxx Partners
Fund Advisor, LLC ("Administrator"), a Delaware limited liability company,
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 (the "Trust"), 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 Trust's Declaration of Trust and all amendments thereto
("Declaration of Trust");
(b) The Trust's By-Laws and all amendments thereto;
(c) Resolutions of the Trust's Board of Trustees ("Board")
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 Trust with respect to the Fund (the "Management Agreement");
(d) The Trust'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 beneficial interest 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 and officers of the Trust 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.
(c) The Administrator, at its expense, shall supervise all non-
investment advisory aspects of the operations of the Trust and the Fund
including provision and coordination of transfer agency, custodial services,
accounting services (including overseeing the calculation of the net asset
value of the Fund's shares), corporate secretarial services, legal services,
and auditing services, all subject to the Board's oversight.
(d) The Administrator will supervise the preparation, filing,
and dissemination of required tax returns, applications, disclosures, and
reports with relevant regulatory authorities including the Securities and
Exchange Commission and state blue sky authorities.
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. Other than as herein specifically indicated, the Administrator
shall not be responsible for the Fund's expenses.
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. Nothing in this Agreement shall limit or restrict the right of any
director, officer, managing member or employee of the Administrator who may
also be a director, officer, or employee of the Trust or the Fund, to engage
in any other business or to devote his time and attention in part to the
management or other aspects of any other business, whether of a similar nature
or a dissimilar nature, nor to limit or restrict the right of the
Administrator to engage in any other business or to render services of any
kind, including investment advisory and management services, to any other
corporation, firm, individual or association.
8. 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 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 Trust, 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.
9. Definitions. As used in this Agreement, the term "securities"
shall have the meaning ascribed to it in the Declaration of Trust; 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.
10. Duration and Termination. This Agreement will become effective as
of April 30, 2013. This Agreement cannot be amended or terminated by the
Manager except with the prior approval of the Board. 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.
11. Further Actions. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
12. 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.
13. 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:___________________________ By:_________________________________
Name: ___________________
Title: ___________________
Attest: XXXX XXXXX PARTNERS FUND ADVISOR,
LLC
By:___________________________ By:__________________________________
Name: Xxxxxx Xxxxx
Title: Senior Vice President
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