ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this ___ day of ____________, 1999 by and between Universal
Capital Investment Trust, a Massachusetts business trust (the "Fund"), and
Xxxxxx & Associates, Inc. ("Xxxxxx"), an Illinois corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints Xxxxxx to provide information and
administrative services for the benefit of the Fund and its shareholders. In
this regard, Xxxxxx shall appoint various broker-dealer firms and other service
or administrative firms ("Firms") to provide related services and facilities for
persons who are investors in the Fund ("investors"). The Firms shall provide
such office space and equipment, telephone facilities, personnel or other
services as may be necessary or beneficial for providing information and
services to investors in the Fund. Such services and assistance may include,
but are not limited to, establishing and maintaining accounts and records,
processing purchase and redemption transactions, answering routine inquiries
regarding the Fund and its special features, assistance to investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Fund or Xxxxxx may reasonably request.
Firms may include affiliates of Xxxxxx. Xxxxxx may also provide some of the
above services for the Fund directly.
Xxxxxx accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. Xxxxxx shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. Xxxxxx, by separate agreement
with the Fund, may also serve the Fund in other capacities. In carrying out its
duties and responsibilities hereunder, Xxxxxx will appoint various Firms to
provide administrative and other services described herein directly to or for
the benefit of investors in the Fund. Such Firms shall at all times be deemed
to be independent contractors retained by Xxxxxx and not the Fund. Xxxxxx and
not the Fund will be responsible for the payment of compensation to such Firms
for such services.
2. For the administrative services described in Section 1, the Fund
will pay to Xxxxxx at the end of each calendar month an administrative service
fee computed at an annual rate of 0.10 of 1% of the average daily net assets of
the Fund. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The services of Xxxxxx to the Fund under this Agreement are not
to be deemed exclusive, and Xxxxxx shall be free to render similar services or
other services to others.
The net asset value for each share of the Fund shall be calculated in
accordance with the provisions of the Fund's current prospectus. On each day
when net asset value is not calculated, the net asset value of a share of the
Fund shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made for the purpose
of the foregoing computations.
3. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by Xxxxxx under
this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by Xxxxxx on sixty (60) days written notice to the
other party. Termination of this Agreement shall not affect the right of Xxxxxx
to receive payments on any unpaid balance of the compensation described in
Section 2 hereof earned prior to such termination. This Agreement may not be
amended, modified or effected except by written instrument executed by all
parties effected thereby.
5. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto, all of which are
on file with the Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained therein. This
Agreement has been executed by and on behalf of the Fund by its representatives
as such representatives and not individually, and the obligations of the Fund
thereunder are not binding upon any of the trustees, officers or shareholders of
the Fund individually but are binding upon only the assets and property of the
Fund.
8. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 7 hereof which shall be construed in
accordance with the laws of The Commonwealth of Massachusetts) the laws of the
State of Illinois.
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IN WITNESS WHEREOF, the Fund and Xxxxxx have caused this Agreement to be
executed as of the day and year first above written.
UNIVERSAL CAPITAL INVESTMENT TRUST
By:
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Name:
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Title:
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XXXXXX & ASSOCIATES, INC.
By:
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Name:
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Title:
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