EXHIBIT 10.5
FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of December __, 1997 (the
"Agreement"), is made by and between AEGIS INVESTMENT TRUST, a Maryland real
estate investment trust ("AEGIS"), and AEGIS MORTGAGE CORPORATION, an Oklahoma
corporation ("AMC").
RECITALS
A. AMC is an indirect affiliate of AEGIS in that 100% of the nonvoting
common stock of AMC is a owned by AEGIS Operating Partnership (the "Operating
Partnership") of which AEGIS is the sole general partner. The nonvoting common
stock of AMC is entitled to receive 97% of the economic benefits of AMC.
B. AEGIS desires for AMC to provide, and AMC is willing to provide to
AEGIS, certain administrative services as described herein and Schedule A
attached hereto, in each case on the terms and conditions set forth herein.
Accordingly, in consideration of the foregoing premises, the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
AGREEMENT
1. PROVISION OF SERVICES. AEGIS may engage the services of AMC with
respect to, and upon the request of AEGIS, AMC will perform, the Administrative
Services described as Schedule A attached hereto, as well as other
administrative services necessary or appropriate to enable AEGIS to conduct its
business.
2. NO LIMITATIONS. There are no contractual limitations on AMC's ability
to perform any of the activities set forth in Schedule A on its own behalf, nor
on AEGIS's ability to utilize the staff and resources of AMC for such
activities, provided that AEGIS pays AMC for services as provided herein.
AEGIS shall be responsible for determining those services it requires AMC to
perform and for notifying AMC of any special requirements with regard to such
services.
3. COMPENSATION FOR SERVICES. AEGIS shall reimburse AMC for the actual
costs and expenses incurred by AMC in furnishing or obtaining any of the
services provided for herein. Certain general overhead or "soft" cost may be
allocated to AEGIS; however the amount of any reimbursement will be subject to
approval of the Board of Trustees of AEGIS on a quarterly basis.
4. PAYMENT DATES. Invoices for amounts due pursuant to the first
sentence of paragraph 3 shall be rendered at least quarterly but not more often
than monthly. Invoices for amounts due pursuant to the second sentence of
paragraph 3 shall be rendered not more often than quarterly. Any amounts due
shall be paid, or shall be satisfied by way of offset against any obligation of
the parties to each other, within thirty (30) days after receipt of the
invoice.
5. TERM. This Agreement shall have an initial term ending on December
31, 1998. After the initial term it shall automatically renew on each
anniversary date for a one (1) year renewal term until either party gives the
other party at least three (3) months' prior written notice of its intent to
terminate this Agreement at the end of a renewal term.
6. TERMINATION OF EMPLOYEES AND CONSULTANTS. AMC shall have the right to
hire and terminate the employment or engagement of its own employees and
management consultants.
7. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
delivered if delivered personally or mailed by registered or certified mail
return receipt requested with first class postage prepaid as follows:
If to AMC:
AEGIS Mortgage Corporation
Xxxxxxx X. Xxxxxx
0000 XxxxXxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
If to AEGIS:
AEGIS Investment Trust
0000 XxxxXxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Managing Director
or such other address as any person may request by notice given. Notices sent
as provided herein shall be deemed to have been delivered on the fifth business
day following the date on which it is so mailed.
8. GOVERNING LAW. This agreement shall be governed by and construed
under the laws of the State of Texas without regard to such state's provisions
pertaining to choice of law.
9. AMENDMENT. This Agreement, including the Schedule hereto and all
other agreements and documents executed in connection herewith, constitutes the
entire agreement among the parties hereto with respect to the subject hereof
and no amendment, alteration or modification of the Agreement shall be valid
unless in each instance such amendment, alteration or modification is expressed
in a written instrument duly executed by each party hereto.
10. NO THIRD PARTY BENEFICIARIES. Each of the provisions of this
Agreement is for the sole and exclusive benefit of the parties hereto,
respectively, as their interests shall appear, and shall not be deemed to be
for the benefit of any other person or entity or group of persons or entities.
11. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of each party hereto, and to each party's successors, assigns, agents
and representatives.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date herein above written.
AEGIS INVESTMENT TRUST
By:
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Name:
Title:
AEGIS MORTGAGE CORPORATION
By:
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Name:
Title:
