EXHIBIT 9.2.1
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is entered into
effective as of the _______ day of __________________, 1993, by and between
Xxxxxx Associates, Inc. ("Xxxxxx Associates"), and Xxxxxx Investment
Portfolio Trust (the "Trust"), with respect to Xxxxxx Small Company Growth
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 ___________________, 1993,
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:
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Title:
XXXXXX ASSOCIATES, INC.
By:
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Title:
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