EXHIBIT 9.2
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is
entered into effective as of the _____ day of _____________,
1997, by and between Xxxxxx Associates, Inc. ("Xxxxxx
Associates"), and Xxxxxx Omni Investment Trust, a Massachusetts
business trust (the "Trust") with respect to the Xxxxxx Small Cap
Value Fund, a series of the Trust (the "Fund").
Recitals
A. The Trust is a Massachusetts 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
Associates acts as investment adviser.
C. The parties desire that in addition to its duties as
investment adviser, Xxxxxx Associates 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 Associates as the administrator of
the Fund, to provide to the Fund, at Xxxxxx Associates' expense
except as specifically set forth below, all services specified
herein, for the period and on the terms set forth in this
Agreement. Xxxxxx Associates 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 Associates
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 Associates shall
----------------------- provide the following services
to the Fund at Xxxxxx Associates' 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
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performing services or operational functions for the Fund;
(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
Associates has determined such qualification and/or registration
to be advisable;
(c) monitoring the Fund's compliance with (i) its
Declaration of Trust, as amended ("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 Associates
------------------------------ 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 Associates 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. The Trust shall pay to Xxxxxx Associates
------------ for the services provided under this
Agreement a fee, payable in United States dollars, at an annual
rate of 0.01% of the average daily net asset value of the Fund.
Such fee shall be computed and accrued daily and payable monthly
on the last day of each month during which or part of which this
Agreement is in effect.
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5. Books and Records. Xxxxxx Associates 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 Associates 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.
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 Associates becomes unable to discharge it 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 Associates. Xxxxxx
-------------------------------------------- Associates
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
Associates" shall include directors, officers and employees of
Xxxxxx Associates.
9. Activities of Xxxxxx Associates. The services of
------------------------------- Xxxxxx Associates
hereunder are not to be deemed to be exclusive, and Xxxxxx
Associates 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 director,
officer or employee of Xxxxxx Associates 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 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 Agreement acknowledge and
agree that this Agreement 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
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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 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 ASSOCIATES, INC.
By:____________________________
Xxxxxx X. Xxxxx
President
XXXXXX OMNI INVESTMENT TRUST
By:____________________________
Name:
Title:
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