XXXXX XXXXXX CONCERT SERIES INC.
VINTAGE HIGH GROWTH PORTFOLIO
VINTAGE GROWTH PORTFOLIO
VINTAGE BALANCED PORTFOLIO
VINTAGE INCOME PORTFOLIO
VINTAGE CONSERVATIVE PORTFOLIO
FORM OF ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this ___th day of __________ 1996 between Xxxxx
Xxxxxx Concert Series Inc., a Maryland corporation (the "Fund"), with
respect to the _______ Portfolio (the "Portfolio") and Travelers
Investment Adviser, Inc., a Delaware corporation ("TIA").
W I T N E S S E T H:
WHEREAS, the Portfolio is a series of the Fund which will operate
as an open-end management investment company registered under the
Investment Company Act of 1940, as amended, and the rules thereunder
(the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing
its assets in open-end management investment companies or series thereof
that are or will be part of a group of investment companies that holds
itself out to investors as related companies for purposes of investment
and investor services (i) for which Xxxxx Xxxxxx Inc. ("Xxxxx Xxxxxx")
or any entity controlling, controlled by, or under common control with
Xxxxx Xxxxxx now or in the future acts as principal underwriter or (ii)
for which Xxxxx Xxxxxx, Xxxxx Xxxxxx Mutual Funds Management Inc.
("SBMFM") or Xxxxx Xxxxxx Strategy Advisers Inc. ("SBSA") or any entity
controlling, controlled by, or under common control with Xxxxx Xxxxxx,
SBMFM or SBSA now or in the future acts as investment adviser
(collectively, the "Underlying Xxxxx Xxxxxx Funds"), as well as
repurchase agreements and desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to
TIA and to have TIA perform for it various asset allocation and
administration services; and TIA is willing to furnish such advice and
services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints TIA to
act as investment manager to the Portfolio on the terms set forth in
this Agreement. TIA accepts such appointment and agrees to render the
services herein described, for the compensation herein provided. TIA is
hereby authorized to retain affiliated third parties and is hereby
authorized to delegate some or all of its administration duties and
obligations hereunder to such persons provided that such persons shall
remain under the general supervision of TIA.
2. Subject to the supervision of the Board of Directors of the
Fund (the "Board"), TIA shall manage the investment of the Portfolio's
assets and provide investment research advice and supervision of the
Portfolio's investments in accordance with the Portfolio's investment
objective, policies and restrictions as stated in the Fund's
Registration Statement under the 1940 Act as it may be amended from time
to time (the "Registration Statement"), and subject to the following
understandings:
(a) TIA shall provide supervision of the Portfolio's investments
and determine from time to time the investments or securities that
will be purchased, retained or sold by the Portfolio. TIA shall
determine the percentage of the Portfolio's assets invested from
time to time in each Underlying Xxxxx Xxxxxx Fund selected by the
Board pursuant to the investment objective and policies of the
Portfolio as set forth in the prospectus forming part of the
Registration Statement and in repurchase agreements. TIA shall
allocate investments for the Portfolio among the Underlying Xxxxx
Xxxxxx Funds and repurchase agreements based on factors it
considers relevant, including its outlook for the economy,
financial markets and the relative performance of the Underlying
Xxxxx Xxxxxx Funds. The allocation among the Underlying Xxxxx
Xxxxxx Funds shall be made within investment ranges established by
the Board, which will designate minimum and maximum percentages
for each of the Underlying Xxxxx Xxxxxx Funds.
TIA will also make recommendations to the Board concerning changes
to (i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio
may invest, (ii) the percentage range of assets that may be
invested by the Portfolio in any one Underlying Xxxxx Xxxxxx Fund
and (iii) the percentage range of assets of the Portfolio that may
be invested in equity funds and fixed income funds (including
money market funds).
(b) TIA shall use its best judgment in the performance of its
duties under this Agreement.
(c) TIA undertakes to perform its duties and obligations under
this Agreement in conformity with the Registration Statement, with
the requirements of the 1940 Act and all other applicable Federal
and state laws and regulations and with the instructions and
directions of the Board.
(d) TIA shall maintain such books and records with respect to
the Portfolio's investments transactions and such books and
records required to be maintained by TIA pursuant to the Rules of
the Securities and Exchange Commission ("SEC") under the 1940 Act
and TIA shall render to the Board such periodic and special
reports as the Board may reasonably request. TIA agrees that all
records that it maintains for the Portfolio or the Fund are the
property of the Fund and it will surrender promptly to the Fund on
behalf of the Portfolio any of such records upon the Fund's
request.
(e) TIA will (i) maintain office facilities for the Fund, (ii)
furnish the Portfolio with statistical and research data, clerical
help and accounting, data processing, bookkeeping, internal
auditing and legal services and certain other services required by
the fund and the Portfolio, (iii) prepare reports to each
Portfolio's shareholders and (iv) prepare tax returns, reports to
and filings with the SEC and state Blue Sky authorities.
3. TIA will bear all of the expenses of its employees and
overhead in connection with its duties under this Agreement. TIA will
also bear all expenses incurred in the operation of the Portfolio other
than the management fee payable under this Agreement, the fees payable
pursuant to the plan adopted pursuant to Rule 12b-1 under the 1940 Act
and extraordinary expenses (such as costs of litigation to which the
Fund is a party and of indemnifying officers and Directors of the Fund),
which will be borne by the Portfolio. The expenses to be borne by TIA
include taxes, interest, brokerage fees and commissions, if any; fees of
the Fund's directors, salaries of all officers and employees who are
employed by both it and the Fund, SEC fees and state Blue Sky
qualification fees; charges of custodians; transfer agent, registrar and
dividend disbursing agent's fees; certain insurance premiums; outside
auditing and legal expenses; costs of maintenance of corporate
existence; investor services (including allocated telephone and
personnel expenses); and costs of preparation and printing of the
prospectus and statement of additional information relating to the
Portfolio; cost of printing and mailing stock certificates,
shareholders' reports, notices, proxy statements and reports to
governmental offices; or directors of the Fund; expenses of membership
in investment company associations; and expenses of fidelity bonding and
other insurance premiums.
4. For the services provided and the expenses assumed pursuant
to this Agreement, the Fund will pay to TIA out of the assets of the
Portfolio a monthly fee in arrears equal to 0.35% per annum of the
Portfolio's average daily net assets during the month.
5. TIA shall authorize and permit any of its directors,
officers and employees who may be elected as directors or officers of
the Fund to serve in the capacities in which they are elected.
6. TIA shall not be liable for any error of judgment or for any
loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services (in which
case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
7. This Agreement shall commence upon the effectiveness of the
Fund's Registration Statement and shall continue in effect for a period
of two years from its effective date, and if not sooner terminated, will
continue in effect for successive periods of 12 months thereafter,
provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This
Agreement may be terminated as a whole at any time by the Fund on behalf
of the Portfolio, without the payment of any penalty, upon the vote of a
majority of the Board or the vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Portfolio, or by
TIA, on 60 days' written notice by either party to the other. This
Agreement shall terminate automatically in the event of its assignment
(as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right
of any of TIA's directors, officers, or employees who may also be a
director, officer or employee of the Fund to engage in any other
business or to devote his/her time and attention in part to management
or other aspects of any business, whether of a similar or a dissimilar
nature, nor limit or restrict the Manger's right to engage in any other
business or to render services of any kind to any other corporation,
firm, individual or association. The investment management services
provided by TIA hereunder are not to be deemed exclusive, and TIA shall
be free to render similar services to others.
9. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (i) to TIA at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the
Fund at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Secretary.
10. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect
to the conflict of law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
XXXXX XXXXXX CONCERT SERIES INC.
TRAVELERS INVESTMENT
on behalf of the BALANCED PORTFOLIO ADVISER, INC.
By: __________________________ By:________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest: ______________________Attest: __________________
Xxxxx Xxxxxxxxxx Xxxxxxxxx X. Xxxxx
Assistant Secretary Secretary and General Counsel
