Exhibit 10.19
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SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is made effective as of the 3rd day of
March, 1998 (the "Effective Date"), by and between XXXXXXX & XXXX INVESTMENT
MANAGEMENT COMPANY ("WRIMCO") and XXXXXXX & XXXX ASSET MANAGEMENT COMPANY
("WRAMCO").
WHEREAS, WRIMCO is involved in operations and services involving certain
institutional accounts and has specific expertise in this area; and
WHEREAS, WRAMCO is the investment adviser to institutional accounts and certain
other accredited investors and WRIMCO is the subadviser with respect to certain
of those accounts (the portion of those accounts for which WRIMCO serves as
subadviser pursuant to the Investment Services Agreement, dated March 3, 1998,
as amended from time to time ("Investment Services Agreement") are hereinafter
referred to as the "Accounts");
WHEREAS, WRAMCO desires that WRIMCO assist with certain of WRAMCO's duties
primarily with respect to client servicing and accounting for the Accounts, and
with respect to certain recordkeeping and regulatory filing requirements;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, WRIMCO and WRAMCO agree as follows:
1. Nature of Relationship. WRIMCO agrees, at WRAMCO's request, to assist it by
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performing the duties set forth in this Agreement. Nothing contained herein
shall constitute an agency or joint venture relationship between WRIMCO and
WRAMCO.
2. Duties of WRIMCO. With respect to the Accounts, WRIMCO shall perform the
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following duties during the term of this Agreement:
a. WRIMCO shall assist WRAMCO with the taking and processing of transactions in
securities, including without limitation, purchase and sale of securities and
other products; purchase, sale and exercise of subscription, conversion and
other rights, warrants and options; and taking or abstaining from taking any
action with respect to any corporate action such as reorganizations,
consolidations, mergers, dissolutions, recapitalizations, refinancing and any
other plan or change affecting any property relating to the Accounts;
b. WRIMCO shall assist WRAMCO in establishing, preparing and maintaining books
and records relating to the Accounts and WRAMCO's business, including, but not
limited to, Account balance, performance and transaction information as deemed
necessary and appropriate by WRIMCO, as reasonably requested by WRAMCO, and as
required by applicable laws, rules and regulations;
c. WRIMCO shall assist WRAMCO in computing and causing to be prepared and
delivered clients and other appropriate entities such as regulatory entities
standard and reasonable supplemental documentation regarding Accounts and
WRAMCO's business, including, without limitation, any quarterly and annual
reports, sales material, regulatory filings and such information as is otherwise
required by applicable laws, rules and regulations;
d. WRIMCO shall assist WRAMCO in reconciling Account balances;
e. WRIMCO shall assist WRAMCO in processing and responding to correspondence
and other contact from or on behalf of clients; and
f. WRIMCO shall prepare and deliver invoices or other appropriate documentation
of amounts owing to WRAMCO by clients and/or Accounts.
3. Compensation of WRIMCO. As compensation for the performance by WRIMCO of
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its duties and obligations set forth in this Agreement, WRAMCO shall pay WRIMCO
all out of pocket expenses incurred by it under this Agreement, including,
without limitation, federal and state registration or filing fees, and printing
and mailing costs relating to information delivered to clients. All expenses
shall be paid within sixty days following the end of each calendar quarter
during the term of this Agreement, or within sixty days following a termination
of this Agreement occurring at a time other than the end of a calendar quarter.
Expenses shall be equitably prorated for any period of less than one quarter, as
appropriate.
4. Liability. Except as otherwise provided in this Agreement, WRIMCO, its
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affiliates which are directly or indirectly subsidiaries of Xxxxxxx & Xxxx
Financial, Inc. and their respective employees, agents, officers and directors
shall not have any liability, obligation or responsibility for any act, or
failure to act pursuant to this Agreement. WRAMCO shall be responsible for
reviewing and approving all governmental filings and other documents.
5. Notice. All notices, instructions and reports contemplated by this
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Agreement shall be deemed duly given when in writing and either delivered to the
addresses below or sent by first-class mail, facsimile or courier addressed as
follows:
To WRAMCO: Xxxxxxx & Xxxx Asset Management Company
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx
To WRIMCO: Xxxxxxx & Xxxx Investment Management Company
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxxx
6. Term. This Agreement shall become effective as of the Effective Date and
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shall continue in full force and effect until the earlier of (i) termination of
the Agreement by either WRIMCO or WRAMCO pursuant to thirty days' prior written
notice to the other party; (ii) termination of WRIMCO as a subadviser of all
Accounts, or (iii) termination of the Investment Services Agreement.
7. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed an original upon execution by WRIMCO and WRAMCO.
8. Construction. The headings used in this Agreement are for reference
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purposes only and shall not be deemed to constitute a part hereof.
9. Governing Law. This Agreement shall be construed in accordance with the
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laws of the State of Kansas.
10. Entire Agreement; Waiver; Assignment. This Agreement constitutes the
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entire and complete agreement between the parties hereto relating to the
subject matter hereof, and supersedes all prior agreements between the parties,
whether oral or written. Notwithstanding the foregoing, this Agreement shall be
read in connection with the Investment Services Agreement. This Agreement may
be amended only by the written consent of WRIMCO and WRAMCO. Any notice
required by this Agreement may be waived in writing by the person entitled
thereto. Such waiver shall not be deemed a continuing waiver. This Agreement
may not be assigned or otherwise transferred without the prior written consent
of the other party hereto. This Agreement shall inure to and be binding upon
the respective successors and assigns (as permitted herein) of the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement to become effective
as of the Effective Date.
XXXXXXX & XXXX INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Executive Vice President
Attest:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Secretary
XXXXXXX & XXXX ASSET MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Treasurer
Attest:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Secretary
