AMENDMENT NO. 1
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN PERKINS, WOLF, XXXXXXXXX & COMPANY AND
XXXXXX LLC
This AMENDMENT NO. 1 TO THE SUB-ADVISORY AGREEMENT (the "Amendment")
is made effective the 17th of November, 1999 between Perkins, Wolf, XxXxxxxxx &
Company, a Delaware corporation ("PWM"), and Xxxxxx LLC, a Nevada limited
liability company ("Xxxxxx").
WHEREAS, PWM and Xxxxxx entered into that certain Sub-Advisory
Agreement dated effective as of February 14, 1997 (the "Agreement"), setting
forth the terms and conditions under which Xxxxxx has engaged PWM to provide
sub-advisory investment services with respect to the Xxxxxx Small Cap Value Fund
(the "Fund"), a series of the Xxxxxx Omni Investment Trust, a Massachusetts
business trust.
WHEREAS, PWM and Xxxxxx desire to amend the Agreement in the manner
hereinafter set forth;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, pursuant to Section 11 the
Agreement, PWM and Xxxxxx hereby amend the Agreement in the following form:
1. SHARING OF ADVISORY FEES. Section 4 of the Agreement entitled
Compensation is hereby deleted and replaced in its entirety by the following:
"4. COMPENSATION. For PWM's services under this Agreement,
Xxxxxx shall pay to PWM a fee equal to 50% of the advisory fees
Xxxxxx receives from the Fund. Such fee shall be computed and
accrued daily and payable monthly as of the last day of each
month during which or part of which this Agreement is in effect.
For the month during which this Agreement becomes effective and
the month during which it terminates, however, there shall be an
appropriate proration of the fee payable for such month based on
the number of calendar days of such month during which the
Agreement is effective."
2. NO OTHER CHANGES. No changes to the Agreement are intended by the
parties other than the change reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
3. GOVERNING LAW. This Amendment shall be construed in accordance
with the laws of the State of Colorado (without giving effect to the conflicts
of laws principals thereof) and the Investment Company Act of 1940, as amended.
To the extent that applicable laws of the
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State of Colorado conflict with the applicable provisions of the Investment
Company Act of 1940, as amended, the latter shall control.
IN WITNESS THEREOF, PWM and Xxxxxx have caused this Amendment to be
executed by their duly authorized officers effective of the date first written
above.
XXXXXX LLC PERKINS, WOLF, XXXXXXXXX & COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------------- ----------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President Title: Treasurer
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