ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is
entered into effective as of the _______ day of __________________,
1996, by and between Xxxxxx Associates, Inc. ("Xxxxxx Associates"),
and Xxxxxx Investment Portfolio Trust (the "Trust"), with respect to
Xxxxxx New Generation Fund, a series of the Trust (the "Fund").
RECITALS
A. The Trust is a Delaware business trust and an open-end,
management investment company registered under the Investment Company
Act of 1940.
B. The Fund is a series of the Trust for which Xxxxxx
Associates acts as investment adviser.
C. The parties desire that in addition to its duties as
investment adviser, Xxxxxx Associates provide certain administrative
and record keeping services to the Trust with respect to the Fund, on
the terms and conditions set forth herein.
AGREEMENT
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Xxxxxx Associates shall perform all administrative and
record keeping services (excluding transfer agent, dividend disbursing
agent and related shareholder services) for the Fund not otherwise
provided for and described in the Recordkeeping and Pricing Agent
Agreement between the Trust and Investors Fiduciary Trust Company,
dated November 7, 1995, including the preparation of financial
statements and reports to be filed with the Securities and Exchange
Commission and state regulatory authorities, and the maintenance and
preservation of all such statements and reports, and any supporting
documentation as may be required by the Investment Company Act of 1940
and other applicable federal and state laws and regulations.
2. The Trust shall pay to Xxxxxx Associates a monthly fee
for performing such services, payable on the last day of each month
during all or part of which this Agreement is in effect, of one-
twelfth (1/12) of one one-hundredth of one percent (.01%) of the
average daily closing net assets of the Fund for such month.
3. In performing the services described in Section 1,
Xxxxxx Associates shall at all times comply with the applicable
provisions of the Investment Company Act of 1940 and any other federal
or state securities laws.
4. This Agreement shall continue until terminated at the
end of any month by either party upon at least 60 days' notice in
writing to the other party. This Agreement may not be assigned by
either party without the written consent of the other party.
5. NOTICE IS HEREBY GIVEN that the Trust is a business
trust organized under the Delaware Business Trust Act pursuant to a
Certificate of Trust filed in the office of the Secretary of State of
the State of Delaware. All parties to this Agreement acknowledge and
agree that the Trust is a series trust and all debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable
against the assets held with respect to such series only, and not
against the assets of the Trust generally or against the assets held
with respect to any other series and further that no trustee, officer
or holder of shares of beneficial interest of the Trust shall be
personally liable for any of the foregoing.
6. This Agreement may be amended by the parties, provided
that all such amendments shall be subject to the approval of the
Trustees of the Trust.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement effective as of the date first set forth above.
XXXXXX INVESTMENT PORTFOLIO TRUST
By:________________________________
Xxxxxx X. Xxxxxxxxxx
Title: President
XXXXXX ASSOCIATES, INC.
By:________________________________
Xxxxxx X. Xxxxx
Title: President
2
