BUSINESS MANAGEMENT AGREEMENT BETWEEN
XXXXXXXXX CAPITAL ACCUMULATOR FUND, INC. AND
XXXXXXXXX GLOBAL INVESTORS, INC.
AGREEMENT dated as of April 1, 1993, and amended May 25, 1995,
between Xxxxxxxxx Capital Accumulator Fund, Inc., a Maryland corporation which
is a registered open-end investment company (the "Fund") and Xxxxxxxxx Global
Investors, Inc. ("TGII").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) TGII agrees, during the life of this Agreement, to
be responsible for:
(a) providing office space, telephone, office equipment
and supplies for the Company;
(b) paying compensation of the Fund's officers for
services rendered as such;
(c) authorizing expenditures and approving bills for
payment on behalf of the Fund;
(d) supervising preparation of annual and semiannual
reports to Shareholders, notices of dividends,
capital gains distributions and tax credits, and
attending to routine correspondence and other
communications with individual Shareholders;
(e) daily pricing of the Fund's investment portfolios and
preparing and supervising publication of daily
quotations of the bid and asked prices of the Fund's
Shares, earnings reports and other financial data;
(f) monitoring relationships with organizations serving
the Fund, including custodians, transfer agents and
printers;
(g) providing trading desk facilities for the Fund;
(h) supervising compliance by the Fund with recordkeeping
requirements under the Investment Company Act of 1940
(the "1940 Act") and the rules and regulations
thereunder, with state regulatory requirements,
maintenance of books and records for the Fund (other
than those maintained by the custodian and transfer
agent), preparing and filing of tax reports other
than the Fund's income tax returns; and
(i) providing executive, clerical and secretarial
personnel needed to carry out the above
responsibilities.
(2) The Fund agrees, during the life of this Agreement, to pay
to TGII as compensation for the foregoing a monthly fee equal on an annual basis
to 0.15% of the first $200 million of the aggregate average daily net assets of
the Fund during the month preceding each payment, reduced as follows: on such
net assets in excess of $200 million up to $700 million, a monthly fee equal on
an annual basis to 0.135%; on such net assets in excess of $700 million up to
$1.2 billion, a monthly fee equal on an annual basis to 0.1%; and on such net
assets in excess of $1.2 billion, a monthly fee equal on an annual basis to
0.075%. TGII may waive all or a portion of its fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of its services.
TGII shall be contractually bound hereunder by the terms of any publicly
announced waiver of its fees, or any limitation of the Fund's expenses, as if
such waiver or limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect
through December 31, 1996 and thereafter from year to year to the extent
continuance is approved annually by the Board of Directors of the Fund.
(4) This Agreement may be terminated by the Fund at any time
on sixty (60) days' written notice without payment of penalty, provided that
such termination by the Fund shall be directed or approved by the vote of a
majority of the Directors of the Fund in office at the time or by the vote of a
majority of the outstanding voting securities of the Fund (as defined by the
1940 Act); and shall automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of TGII, or of reckless disregard of its duties and
obligations hereunder, TGII shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services hereunder.
(6) TGII has advanced for the account of the Fund all
organizational expenses of the Fund, all of which expenses are being deferred by
the Fund and amortized ratably over a five-year period commencing on January 14,
1991; and during the amortization period, the proceeds of any redemption of the
original Shares will be reduced by a pro rata portion of any then unamortized
organizational expenses based on the ratio of the Shares redeemed to the total
initial Shares outstanding immediately prior to the redemption.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers and their
respective corporate seals to be hereunto duly affixed and attested.
XXXXXXXXX CAPITAL ACCUMULATOR FUND, INC.
/s/XXXXXX X. XXXXXXX
By: Xxxxxx X. Xxxxxxx
Secretary
XXXXXXXXX GLOBAL INVESTORS, INC.
/s/XXXX X. XXX
By: Xxxx X. Xxx
Vice President
