XXXXXX XXXXXX SERIES FUND, INC.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
March 22, 1999
Xxxxxx Asset Management, Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Dear Ladies and Gentlemen:
This Agreement is made by and between Xxxxxx Xxxxxx Series Fund, Inc. (the
"Fund") and Xxxxxx Asset Management, Inc. (the "Adviser") on behalf of the
Fund's two distinct series of common stock, Xxxxxx Xxxxxx Intermediate Bond Fund
("Intermediate Portfolio") and Xxxxxx Xxxxxx High Income Fund ("High Income
Portfolio") (each a "Portfolio").
The Adviser hereby agrees to waive its fees and, if necessary, reimburse
the Fund for its first fiscal year of operations to the extent its annual
operating expenses (excluding brokerage, interest, taxes and extraordinary
expenses) exceed for the Intermediate Portfolio: 0.90% of net assets of Class A
shares, 1.25% of net assets of Class C shares and 0.65% of net assets of Class I
shares; and exceed for the High Income Portfolio: 1.25% of net assets of Class A
shares, 1.75% of net assets of Class C shares, and 1.00% of net assets of Class
I shares.
The Fund agrees to furnish or otherwise make available to the Adviser such
copies of its financial statements, reports, and other information relating to
its business and affairs as the Adviser may, at any time or from time to time,
reasonably request in connection with this Agreement.
The Adviser understands that it shall look only to the assets of a
Portfolio for performance of this agreement as it relates to that Portfolio and
for payment of any claim it may have hereunder relating to that Portfolio, and
neither any other series of the Fund, nor any of the Fund's directors, officers,
employees, agents, or shareholders, whether past, present or future shall be
personally liable therefor.
This agreement is effective as of March 22, 1999.
Except insofar as the Investment Company Act of 1940, as amended, or other
federal laws and regulations may be controlling, this agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland. Any amendment to this agreement shall be in writing signed by
the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXX XXXXXX SERIES FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Secretary
The foregoing agreement is hereby
accepted as of March 22, 1999
XXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Secretary