ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made by and between Investors Xxxx Series Fund, Inc.,
a Maryland corporation (the "Company") on behalf of each of its portfolios as
shown on the attached Schedule A (each a "Portfolio" or collectively, the
"Portfolios") and Xxxxx & Babson, Inc., a Missouri corporation (the
"Administrator").
R E C I T A LS
WHEREAS, the Company is registered as an open-end diversified
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, the Company and the Administrator desire to enter into an
agreement to provide for various administrative and other services required for
the operation of the Company on the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is appointed to provide the services described in
this Agreement.
II. DUTIES OF THE ADMINISTRATOR
The Administrator shall provide the following services, except to the
extent that the Company has engaged one or more other service providers to
provide such services:
A. Provide office space, equipment and facilities (which may belong to
the Administrator or its affiliates) for maintaining the Company's organization,
for meetings of the Company's Board of Directors and shareholders, and for
performing administrative services under this Agreement;
B. Supervise and manage all aspects of the Company's business and
affairs, and assist the Company in selecting and coordinating the activities of
the other agents engaged by the Company, including the Company's shareholder
servicing agent, custodian, independent accountants and legal counsel;
C. Determine and arrange for the publication of the net asset value of
the shares of each Portfolio.
D. Provide non-investment related statistical and research data and
such other reports, evaluations and information as each Portfolio may request
from time to time;
E. Provide the services of individuals competent to perform all of each
Portfolio's executive, administrative and clerical functions;
F. Prepare, amend and update (with the advice of the Company's counsel)
the Company's Registration Statement on Form N-1A and prepare any necessary
proxy statements and all annual and semi-annual reports to shareholders;
G. Arrange for the printing and mailing of proxy statements and other
reports or materials provided to shareholders;
H. Assist in the preparation of the Company's federal and state tax
returns and required tax filings other than those required to be made by the
Company's other service providers;
I. Maintain the Company's existence, and during such times as the
shares the Company are publicly offered, maintain or arrange for the maintenance
of the registration and qualification of the shares under federal and state law;
J. Keep and maintain the financial accounts and records of the Company;
K. Provide the Board on a regular basis with reports and analyses of
each of the Portfolio's operations and provide administrative support in
connection with necessary meetings of the Board and the Company's shareholders;
and
L. Provide recordkeeping services.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Company that
the Administrator is duly incorporated and is in good standing under the laws of
the State of Missouri and is fully authorized to enter into this Agreement and
carry out its terms.
B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Administrator that
the Company has been duly incorporated and is in good standing under the laws of
its state of incorporation and is fully authorized to enter into this Agreement
and carry out its terms.
IV. CONTROL BY THE BOARD OF DIRECTORS
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of each Portfolio shall at all times subject to the control
of the Company's Board of Directors (the "Board").
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times comply with all applicable provisions of the 1940 Act; the
provisions of the Company's Registration Statement; the provisions of the
Company's Articles of Incorporation and Bylaws; and any other applicable
provisions of state or federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
the Administrator may retain the services of any other entity, including
affiliates, to provide certain administrative duties under the Administrator's
supervision.
VII. COMPENSATION
In payment for the services to be rendered by the Administrator under
this Agreement, each Portfolio shall pay to the Administrator an annual fee
equal to the percentage of its average daily net assets shown on Schedule B,
which fee shall be paid to the Administrator on a monthly basis. The fee payable
by each Portfolio shall be based on the average of the net asset values of all
of the issued and outstanding shares of each Portfolio as determined as at the
close of each business day of the month pursuant to the relevant governing
documents and currently effective Prospectus and Statement of Additional
Information of the Company.
VIII. FREEDOM TO DEAL WITH THIRD PARTIES
The Administrator shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered under this Agreement.
IX. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF
AGREEMENT
A. This Agreement shall become effective on ________________, 2003 and
shall continue through ____________________, 2005. After that date, it shall
continue for successive periods of one year, but only as long as such
continuance is specifically approved at least annually by the vote of a majority
of the Directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of the Administrator or of
each Portfolio cast at a meeting called for the purpose of voting on such
approval.
B. This Agreement may be terminated at any time, without the payment of
any penalty, by the Board, or by the Administrator, upon 60 days' written notice
to the other party.
C. This Agreement may be amended at any time by agreement of the
parties; provided the amendment is approved by the vote of a majority of the
Directors of the Company who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of the Administrator or of each Portfolio
cast at a meeting called for the purpose of voting on such approval.
X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties under this Agreement on the part of the
Administrator, the Administrator shall not be subject to liability to the
Company or to any shareholder for any act or omission in the course of, or
connected with, rendering services under this Agreement.
B. The Administrator agrees to indemnify the Company with respect to
any loss, liability, judgment, cost or penalty which the Company may directly or
indirectly suffer or incur as a result of a material breach by the Administrator
of its standard of care set forth in Section X.A. above. The Company agrees to
indemnify the Administrator with respect to any loss, liability, judgment, cost
or penalty which the Administrator may directly or indirectly suffer or incur
arising in the course of, or connected with, rendering services under this
Agreement, except to the extent that such loss, liability, judgment, cost or
penalty was a result of a material breach by the Administrator of its standard
of care set forth in Section X.A. above.
XI. NOTICES
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
XII. INTERPRETATION; GOVERNING LAW
This Agreement shall be subject to and interpreted in accordance with
all applicable provisions of law including, but not limited to, the 1940 Act,
and the rules and regulations promulgated under the 1940 Act. To the extent that
the provisions of this Agreement conflict with any such applicable provisions of
law, the latter shall control. The laws of the State of Maryland shall otherwise
govern the construction, validity and effect of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of _________________.
INVESTORS XXXX SERIES FUND, INC.
By: _________________________________
Name:
Title:
XXXXX & BABSON, INC.
By: _________________________________
Name:
Title:
Schedule A
Balanced Portfolio
Global Fixed Income Portfolio
Growth & Income Portfolio
Intermediate Fixed Income Portfolio
Large Cap Value Portfolio
Large Cap Growth Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio
Small Cap Equity Portfolio
Schedule B
(executed/amended most recently ____________, 20__)
Compensation pursuant to Paragraph VII of this Agreement shall be
calculated in accordance with the following schedules:
Name of Portfolio Annual Fee Rate
Balanced Portfolio .06%
Global Fixed Income Portfolio .06%
Growth & Income Portfolio .06%
Intermediate Fixed Income Portfolio .06%
Large Cap Value Portfolio .06%
Large Cap Growth Portfolio .06%
Mid Cap Equity Portfolio .06%
Money Market Portfolio .06%
Small Cap Equity Portfolio .06%
ATTEST:
Investors Xxxx Series Fund, Inc. Xxxxx & Babson, Inc.
By:______________________________ By:___________________________
Name: Name:
Title: Title:
