EXHIBIT 9.5.2
[LETTERHEAD]
March 18, 1996
Xxxxxx Associates, Inc.
000 Xxxxxxxxxx Xxxxxxxxx, #000
Xxxxxx, XX 00000
Attention: Xxxxx Xxx
Xxxxxx Investment Portfolio Trust
000 Xxxxxxxxxx Xxxxxxxxx, #000
Xxxxxx, XX 00000
Attention: Xxxxx Xxx
Re: Amendment No. 5 to Services Agreement
Ladies and Gentlemen:
This will confirm our agreement to amend the Services Agreement
("Agreement") between Xxxxxx Associates, Inc. ("Xxxxxx") and Xxxxxxx Xxxxxx &
Co., Inc. ("Schwab"), dated June 17, 1992, and amended February 1, 1993,
January 13, 1994, and May 27, 1994. Except as expressly set forth herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement.
The Agreement shall be amended, effective as of March 29, 1996, to add
as a party Xxxxxx Investment Portfolio Trust ("Trust") on behalf of Xxxxxx
New Generation Fund ("New Generation Fund"). For purposes of this amendment,
all references in the Agreement to a "Fund" shall refer to New Generation
Fund; New Generation Fund shall be jointly and severally liable with Xxxxxx
for all representations, warranties, covenants and agreements made by Xxxxxx
in the Agreement; and New Generation Fund shall be entitled to all the rights
and privileges of Xxxxxx in the Agreement. In addition, Exhibit C to the
Agreement - "Amount of Fee" shall be amended as set forth on Annex A hereto
to indicated the portion of the fee payable by New Generation Fund and the
portion of the fee payable to Xxxxxx.
Xxxxxx and Xxxxxxx Xxxxxx understand that New Generation Fund is a
series established under the Trust, a Delaware 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. Xxxxxx and
Xxxxxxx Xxxxxx agree that all debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to New Generation
Fund shall be enforceable against the assets held with respect to such
series only, and not against the assets of
Xxxxxx Associates, Inc.
Xxxxxx Investment Portfolio Trust
March 18, 1996
Page Two
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.
If the foregoing is consistent with the understanding of our agreement,
please indicate as much by signing and dating both of the enclosed copies of
this letter in the spaces provided below and returning them to us. This copy
is for your files.
Xxxxxxx Xxxxxx & Co., Inc.
/s/ Xxxx X. XxXxxxxxx
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Xxxx X. XxXxxxxxx
Senior Vice President
Acknowledged and Agreed:
Xxxxxx Associates, Inc.
By: Xxxxx X. Xxx
------------------------
Its: Vice President
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Dated: March 22, 1996
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Xxxxxx Investment Portfolio Trust on behalf
of Xxxxxx New Generation Fund
By: Xxxxx X. Xxx
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Its: Vice President Secretary and Treasurer
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Dated: March 22, 1996
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Xxxxxx Associates, Inc.
Xxxxxx Investment Portfolio Trust
March 18, 1996
Page Two
ANNEX A
Allocation of Fees between New Generation Fund
and Xxxxxx Associates
New Generation Fund An amount equal to the base transfer agency fee
payable to the primary transfer agent of New
Generation Fund, as in effect from time to time,
that would be paid if all Mutual Fund OneSource
customers who own New Generation Fund shares were
record shareholders in New Generation Fund. Such
base transfer agency fee shall be applied to the
average number of such Mutual Fund OneSource
customer accounts at the beginning and end of each
month.
Xxxxxx Associates An amount equal to 0.25% of the average daily value
of New Generation Fund shares held in the accounts
of Mutual Fund OneSource customers, less the amount
paid by New Generation Fund as described above.
SCHEDULE I
(List of Funds/Portfolios/Classes to which fees are applicable)
Fund Date
---- ----
One Hundred Fund, Inc. 6/17/92
Xxxxxx One Hundred and One Fund, Inc. 6/17/92
Xxxxxx Small Company Growth Fund 1/10/94
(A Series of Xxxxxx Investment Portfolio Trust)
Xxxxxx New Generation Fund 3/29/96
(A Series of Xxxxxx Investment Portfolio Trust)
