EXHIBIT 99B.23(h)-13
ADMINISTRATIVE SERVICES AGREEMENT
XXXXXX SMALL CAP VALUE FUND II
(A SERIES OF XXXXXX INVESTMENT PORTFOLIO TRUST)
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is entered into
effective as of the 28th day of March, 2002, by and between XXXXXX FINANCIAL
GROUP LLC, a Nevada limited liability company ("Xxxxxx"), and XXXXXX INVESTMENT
PORTFOLIO TRUST, a Delaware business trust (the "Trust"), with respect to the
XXXXXX SMALL CAP VALUE FUND II, 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, as
amended (the "1940 Act").
B. The Fund is a series of the Trust for which Xxxxxx acts as investment
advisor.
C. The parties desire that in addition to its duties as investment advisor,
Xxxxxx provide certain administrative 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. Appointment. The Trust hereby appoints Xxxxxx as the administrator of
the Fund, to provide to the Fund, at Xxxxxx expense except as specifically set
forth below, all services specified herein, for the period and on the terms set
forth in this Agreement. Xxxxxx hereby accepts such appointment and agrees to
render the services and assume the responsibilities herein set forth, for the
compensation herein provided. In performing its services under this Agreement,
Xxxxxx shall comply with all relevant provisions of the 1940 Act and all other
applicable federal and state laws and regulations.
2. Services to be Provided. Xxxxxx shall provide the following services to
the Fund at Xxxxxx own expense:
(a) coordinating all matters relating to the operations of the Fund,
including any necessary coordination among the investment advisor, sub-advisor,
transfer agent, dividend disbursing agent, fund accounting agent, accountants,
attorneys and other parties performing services or operational functions for the
Fund;
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(b) providing personnel and assistance necessary to maintain the
qualification and/or registration to sell shares under the federal securities
laws and in each state where Xxxxxx has determined such qualification and/or
registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument,
as amended from time to time (the "Trust Instrument"), bylaws and currently
effective registration statement under the Securities Act of 1933, as amended
(the "1933 Act") and the 1940 Act and any amendments or supplements thereto
("Registration Statement"); (ii) the written policies, procedures and guidelines
of the Fund, and the written instructions from the Trustees of the Trust; (iii)
the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all
other applicable federal and state laws and regulations; and (iv) the provisions
of Subchapter M of the Internal Revenue Code, applicable to the Fund as a
regulated investment company;
(d) supervising the preparation of any or all registration statements
(including prospectuses and statements of additional information), tax returns,
proxy materials, financial statements, notices and reports for filings with
regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and
records;
(g) providing the Trust with adequate personnel, office space,
communications facilities and other facilities necessary for operation of the
Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and
special reports as the Trustees may reasonably request.
3. Expenses and Excluded Expenses. Xxxxxx shall pay all its own costs and
expenses incurred in rendering the services required under this Agreement.
Notwithstanding any other provision hereof, it is expressly agreed that Xxxxxx
shall not be responsible to pay, except as the parties may otherwise agree,
directly or on behalf of the Fund, any of the Fund's expenses, which shall
remain the Trust's own obligation and responsibility to pay.
4. Compensation. For its services under this Agreement, Xxxxxx shall not be
compensated or paid a fee.
5. Books and Records. Xxxxxx hereby agrees that all records which it
maintains for the Fund or the Trust hereunder are the property of the Trust,
agrees to permit the reasonable inspection thereof by the Trust or its designees
and agrees to preserve for the periods prescribed under the 1940 Act any records
which it maintains for the Fund or the Trust and which are required to be
maintained under the 1940 Act. Xxxxxx further agrees to surrender promptly to
the Trust or its designees any records which it maintains for the Fund or the
Trust upon request by the Trust.
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6. Term and Termination. This Agreement shall become effective as of the
date first set forth above and shall continue until terminated by either party
on 60 days' written notice to the other party. This Agreement may also be
terminated by the Trustees of the Trust at any time if Xxxxxx becomes unable to
discharge its duties and obligations under this Agreement.
7. Assignment and Amendments. This Agreement shall not be assigned by
either party without the prior written consent of the other party to the
Agreement. This Agreement may be amended in writing by the parties, provided
that all such amendments shall be subject to the approval of the Trustees of the
Trust.
8. Limitation of Liability of Xxxxxx. Xxxxxx shall not be liable for any
error of judgment or mistake of law or for any act or omission taken with
respect to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder and except to the extent otherwise
provided by law. As used in this section, "Xxxxxx" shall include members,
owners, managers, officers and employees of Xxxxxx.
9. Activities of Xxxxxx. The services of Xxxxxx hereunder are not to be
deemed to be exclusive, and Xxxxxx is free to render services to other parties,
so long as its services under this Agreement are not materially adversely
affected or otherwise impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any member, manager, officer or employee of Xxxxxx to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
10. Limitation on Personal Liability. 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.
11. Governing Law. This Agreement 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 1940 Act. To the extent that the applicable laws of
the State of Colorado conflict with the applicable provisions of the 1940 Act,
the latter shall control.
12. Miscellaneous. The headings in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected
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thereby. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective as of the date first above written.
XXXXXX FINANCIAL GROUP LLC,
a Nevada Limited Liability Company
By:
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Name: Xxxx X. Xxxxxxxx
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Title: President
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XXXXXX INVESTMENT PORTFOLIO TRUST,
with respect to the series known as the
Xxxxxx Small Cap Value Fund II
By:
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Name: Xxxx X. Xxxxxxxx
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Title: President
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