XXXXXXX, XXXXXXX & XXXXX, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 1, 1997
AARP Financial Services Corp.
c/o American Association of Retired Persons
000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Member Services Agreement
Ladies and Gentlemen:
Reference is made to the Omnibus Agreement, dated as of October 9, 1984,
between American Association of Retired Persons ("AARP") and us; the Partnership
Agreement, dated as of October 9, 1984, between you and us; and the Investment
Company Service Agreement (the "ICS Agreement"), dated as of October 9, 1984,
among AARP, AARP/Xxxxxxx Financial Management Company (the "Partnership") and
us. Capitalized terms used herein without definition shall have the meanings
assigned thereto in the ICS Agreement.
This Agreement constitutes the agreement required to be entered into by you
and us pursuant to Section 5 of the ICS Agreement and referred to as the "Member
Services Agreement" therein.
We hereby agree with you as follows:
1. You agree to provide us with such advice and services relating to
investment by members of AARP in the AARP Managed Investment Portfolios Trust
established as a Massachusetts business trust to engage in the business of an
investment management company (the "Fund"), and any separate portfolios of the
Fund, created from time to time by action of the Trustees (each a "Portfolio"
and, collectively, the "Portfolios"), as we shall from time to time reasonably
request, including advice and services as to product design of the Fund and
Portfolios, the development of new products and services for the Fund and
Portfolios and such other information as will assist us in tailoring the Fund
and Portfolios best to meet the investment objectives and needs of the AARP
membership, based upon your analysis thereof. You agree to contribute or cause
to be contributed certain resources to the Fund and Portfolios to assist in the
organization and operation of the Fund and Portfolios, including "seed money"
for the Fund and assistance in monitoring our activities and the services
provided by Xxxxxxx and other agents of the Fund and Portfolios. You agree to
make available certain of your directors, officers and staff to assist in the
operation of the Fund and Portfolios, and, subject to their individual consent,
to serve as directors and officers of the Fund. You also agree to facilitate
communications with and the provision of services to the AARP membership by
analyzing the needs of AARP members and recommending the appropriate services
and methods of communication for the purpose of disseminating information and
providing services relating to the Account and the Services. For this purpose,
you will arrange that there be made available to us, in accordance with AARP's
policies and practices, membership lists of AARP and of AARP's publications and
access to advertising space in AARP publications. Further, AARP and we have
agreed to grant to the Partnership the right and license to do business under
the name "AARP/Xxxxxxx Financial Management Company," and each of AARP and we
have agreed to grant to the Fund a license to use certain of our respective
service marks.
2. As you expect to receive additional compensation under the Member
Services Agreement currently between you and the Underlying Funds, you shall not
be paid a fee for services described in Section 1 hereof.
3. Nothing herein shall be construed as constituting you as an agent of us
or of the Fund.
4. This Agreement shall become effective as of the date hereof and shall
remain in effect, with respect to each Portfolio of the Fund, until August 31,
1998 and shall continue in effect thereafter with respect to each Portfolio so
long as such continuance is specifically approved at least annually by the
affirmative vote of (i) a majority of the members of the Trustees of the Fund
who are not interested persons of the Fund, you or us, cast in person at a
meeting called for the purpose of voting on such approval; and (ii) the Trustees
of the Fund or, with respect to each Portfolio of the Fund, the holders of a
majority of the outstanding voting securities of such Portfolio. In the event
that the Trustees or security holders of fewer than all of the Portfolios of a
Fund, fail to approve this Agreement in the manner described in the preceding
sentence, this Agreement shall remain in effect only with respect to such
Portfolio as do so approve this Agreement. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of any penalty by
us, or by the Trustees to the Fund or by vote of holders of a majority of the
outstanding voting securities of each Portfolio, as to a Fund, or the Portfolio,
as to that Portfolio, or by you.
5. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto. It may be amended as to any
Portfolio by mutual agreement, but only after authorization of such amendment by
the affirmative vote of (i) the holders of a majority of the outstanding voting
securities of such Portfolio; and (ii) the Trustees of the Fund, including a
majority of the Trustees of the Fund who are not interested persons of the Fund,
the Partnership, you or us, cast in person at a meeting called for the purpose
of voting on such approval.
6. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Investment Company Act of 1940, as amended. As used
herein the terms "interested persons," "assignments" and "vote of a majority of
the outstanding voting securities" shall have the meanings set forth in the
Investment Company Act of 1940, as amended.
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,
XXXXXXX, XXXXXXX & XXXXX, INC.
By: ___________________________
Managing Director
The foregoing Agreement is hereby accepted as of the date first written above.
AARP FINANCIAL SERVICES CORP.
By: ________________________________
Title:
Accepted:
AARP MANAGED INVESTMENT
PORTFOLIOS TRUST
By: ________________________________
Title: President
