EXHIBIT 9.2.5
ADMINISTRATIVE SERVICES AGREEMENT
XXXXXX MID CAP GROWTH FUND
(A SERIES OF XXXXXX INVESTMENT PORTFOLIO TRUST)
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is entered into
effective as of the 31st day of December, 1997, by and between XXXXXX
ASSOCIATES, INC. ("Xxxxxx Associates"), and XXXXXX INVESTMENT PORTFOLIO TRUST, a
Delaware business trust (the "Trust"), with respect to the XXXXXX MID CAP 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, 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, transfer
agent, dividend disbursing agent,
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fund accounting agent, accountants, attorneys and other parties 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) 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 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
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payable monthly on the last day of each month during which or part of which this
Agreement is in effect.
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 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 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 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
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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 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:
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Xxxxxx X. Xxxxx
President
XXXXXX INVESTMENT PORTFOLIO TRUST, with
respect to the series known as the Xxxxxx Mid
Cap Growth Fund
By:
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Xxxxxx X. Xxxxx
President
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