AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
XXXXXX SMALL CAP VALUE FUND
(A SERIES OF XXXXXX OMNI INVESTMENT TRUST)
This AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT (the "Amendment")
is made effective as of the 1st day of October, 1999, between XXXXXX LLC, a
Nevada limited liability company, and XXXXXX OMNI INVESTMENT TRUST, a
Massachusetts business trust (the "Trust"), with respect to the XXXXXX SMALL CAP
VALUE FUND (the "Fund"), a series of the Trust.
RECITALS
X. Xxxxxx Associates, Inc., and the Fund entered into that certain
Investment Advisory Agreement dated February 14, 1997 (the "Agreement"), setting
forth the terms and conditions under which the Trust has appointed Xxxxxx
Associates, Inc., as investment advisor for the Fund.
B. Effective September 30, 1999, Xxxxxx Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, Xxxxxx LLC, in an assignment and transfer approved by the Trustees
of the Trust. Accordingly, all compensation paid hereafter by the Trust for
investment advisory services rendered to the Fund under the Agreement is to be
paid to Xxxxxx LLC rather than to Xxxxxx Associates, Inc.
X. Xxxxxx LLC and the Trust desire to set forth herein their mutual
agreement to change the compensation paid to Xxxxxx LLC under the Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. REDUCTION IN COMPENSATION. Section 5 of the Agreement is hereby
amended in its entirety to read as follows:
"5. COMPENSATION. The Trust shall pay to Xxxxxx LLC for its
services under this Agreement a fee, payable in United States dollars,
at an annual rate of 0.85% of the first $500 million of average daily
net assets of the Fund, 0.80% of the next $500 million of average daily
net assets of the Fund and 0.75% on any part of the average daily net
assets of the Fund in excess of $1 billion. This fee shall be computed
and accrued daily and payable monthly as of the last day of each month
during which or part of which this Agreement is in effect. For the
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month during which this Agreement becomes effective and the month
during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month based on the number of
calendar days of such month during which this Agreement is effective."
2. NO OTHER CHANGES. No changes to the Agreement are intended by the
parties other than the change reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
3. 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
Amendment acknowledge and agree that this Amendment 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 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.
4. GOVERNING LAW. This Amendment 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 Investment Company Act of 1940, as amended.
To the extent that the applicable laws of the State of Colorado conflict with
the applicable provisions of the Investment Company Act of 1940, as amended, the
latter shall control.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.
XXXXXX LLC
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
XXXXXX OMNI INVESTMENT TRUST, with
respect to its series known as the XXXXXX
SMALL CAP VALUE FUND
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
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