AMENDMENT NO. 1
TO
ADMINISTRATIVE SERVICES AGREEMENT
XXXXXX SMALL CAP VALUE FUND
(A SERIES OF XXXXXX OMNI INVESTMENT TRUST)
This AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT (the
"Amendment") is made effective as of the 1st day of October, 1999, between
XXXXXX LLC, a Nevada limited liability company, and XXXXXX OMNI INVESTMENT
TRUST, a Massachusetts business trust (the "Trust"), with respect to the XXXXXX
SMALL CAP VALUE FUND (the "Fund"), a series of the Trust.
RECITALS
X. Xxxxxx Associates, Inc., and the Trust entered into that certain
Administrative Services Agreement dated February 14, 1997 (the "Agreement"),
setting forth the terms and conditions under which the Trust has appointed
Xxxxxx Associates, Inc., to provide certain administrative services to the Fund.
B. Effective September 30, 1999, Xxxxxx Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, Xxxxxx LLC, in an assignment and transfer approved by the Trustees
of the Trust.
X. Xxxxxx LLC and the Trust desire to set forth in this Amendment their
mutual agreement that Xxxxxx LLC will continue to provide the services required
by the Agreement, but without compensation or payment therefor.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. ELIMINATION OF COMPENSATION.
(A) Section 1 of the Agreement is hereby amended to delete the phrase
"for the compensation herein provided."
(B) Section 4 of the Agreement is hereby amended in its entirety to
read as follows:
"4. COMPENSATION. For its services under this Agreement,
Xxxxxx LLC shall not be compensated or paid a fee."
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2. NO OTHER CHANGES. No changes to the Agreement are intended by the
parties other than the changes reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
3. LIMITATION ON PERSONAL LIABILITY. NOTICE IS HEREBY GIVEN that the
Trust is a business trust organized under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust filed in the office of the
Secretary of State of the Commonwealth of Massachusetts. All parties to this
Amendment acknowledge and agree that this Amendment was made by and on behalf of
the Trust by the person executing below as an officer of the Trust and not
individually, 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.
4. 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 principles thereof) and the Investment Company Act of 1940, as amended.
To the extent that the applicable laws of the State of Colorado conflict with
the applicable provisions of the Investment Company Act of 1940, as amended, the
latter shall control.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.
XXXXXX LLC
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
XXXXXX OMNI INVESTMENT TRUST, with
respect to its series known as the XXXXXX
SMALL CAP VALUE FUND
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
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