INVESTOR SERVICE AGREEMENT
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY, a Delaware
Limited Liability Company registered under the Investment Company
Act of 1940 (the "Act") as a closed-end non-diversified management
investment company (the "LLC"), hereby appoints SteinRoe Services
Inc., a Massachusetts corporation, of Chicago, Illinois ("SSI"),
to furnish certain investor accounting, recordkeeping, and
administrative services for the assets of the LLC. In connection
therewith, LLC and SSI hereby agree that:
1. Portfolio Services.
A. Services. SSI will perform the services set forth in
Schedule A hereto relating to the establishment and maintenance of
accounts of holders of beneficial interests in the LLC. It is
understood that beneficial interests in the LLC will be held of
record only by investment companies, insurance company separate
accounts, common or commingled trust funds or similar
organizations, and that SSI's duties and responsibilities
hereunder shall relate only to such record investor accounts and
not to the accounts of holders of shares of, or interests in, such
institutions.
B. Maintenance of Records. SSI shall maintain all records
relating to the accounts of holders of beneficial interest in the
LLC which the LLC is required to maintain pursuant to Rule 31a-1
under the Act and shall preserve such records for the periods
prescribed by Rule 31a-2 thereunder. All such records are and
shall remain the property and under the control of the LLC and
shall upon request be made available during reasonable business
hours to LLC's Board of Managers or auditors at SSI's offices.
C. Uncontrollable Events. SSI shall not be liable for
damage, delays or errors occurring by reason of circumstances
beyond its control, including but not limited to acts of civil or
military authority, national emergencies, fires, flood or
catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
D. Fees and Charges. For the services rendered by SSI
pursuant to this Agreement, the LLC will pay SSI a fee in the
amount shown in Schedule A hereto.
E. Out-of-Pocket Expenses. LLC shall reimburse SSI for any
and all out-of-pocket expenses and charges in performing services
under this Agreement.
2. Maintenance of Records. All records maintained by SSI in
connection with the performance of its duties under this Agreement
with respect to the LLC will remain the property of the LLC and
will be preserved by SSI for the periods prescribed in Rule 31a-2
under the Act or such other applicable rules that may be adopted
from time to time under the Act. In the event of termination of
this Agreement, such records will be promptly delivered to LLC.
Such records may be inspected by LLC or its agents at reasonable
times.
3. Ownership of Software and Related Material. All computer
programs, magnetic tapes, written procedures, and similar items
developed and used by SSI in the performance of this Agreement
shall be the property of SSI and will not become the property of
the LLC.
4. Registration of SSI as Transfer Agent. SSI represents that it
is registered with the Securities and Exchange Commission as a
transfer agent under Section 17A of the Securities Exchange Act of
1934, as amended, and will notify the LLC promptly if such
registration is revoked or if any proceeding is commenced before
the Securities and Exchange Commission which may lead to such
revocation.
5. Instructions, Opinion of Counsel, and Signatures. At any
time, SSI may apply to an officer of the LLC for instructions and
may consult legal counsel for the LLC or its own legal counsel in
respect of any matter arising in connection with this Agreement,
and SSI shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or with the
advice or opinion of such legal counsel. SSI shall be protected
in acting upon any such instruction, advice, or opinion and upon
any other paper or document delivered by the LLC or such legal
counsel reasonably believed by SSI to be genuine and to have been
signed by the proper person or persons and shall not be held to
have notice of any change of authority of any officer or agent of
the LLC until receipt of written notice thereof from the LLC.
6. Liability of SSI. SSI will at all times act in good faith in
the performance of its duties and obligations under this
Agreement, but assumes no responsibility and shall not be liable
for loss or damage unless caused by the negligence, bad faith, or
willful or wanton misconduct of SSI or its employees. SSI shall
in no event be liable for consequential damages, lost profits, or
other special damages, even if informed of the possibility of such
damage or loss.
7. Indemnification by LLC. The LLC will indemnify and hold SSI
harmless from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by SSI arising
from: (i) any action or omission by SSI in the performance of its
duties hereunder, (ii) SSI's acting upon instructions believed by
it to have been executed by a duly authorized officer of the LLC
or (iii) SSI's acting upon information provided by the LLC in the
form and under policies agreed to by SSI and the LLC. SSI shall
not be entitled to such indemnification for loss, cost, damage or
expense arising from actions or omissions constituting negligence,
bad faith or willful or wanton misconduct of SSI or its agents.
Prior to confessing any claim against it which may be subject to
this indemnification, SSI shall give the LLC reasonable
opportunity to defend against said claim in its own name or in the
name of SSI.
8. Limitation of Liability of LLC. The term "Xxxxx Xxx Floating
Rate Limited Liability Company" means and refers to the LLC under
an Operating Agreement of the LLC dated August 14, 1998, as the
same may subsequently thereto have been or subsequently hereto be
amended. It is expressly agreed that the obligations of the LLC
hereunder shall not be binding upon any of the Managers,
shareholders, nominees, officers, agents or employees of the LLC
personally, but shall bind only the LLC property of the LLC, as
provided in the Operating Agreement of the LLC. The execution and
delivery of this Agreement have been authorized by the Managers of
the LLC and this Agreement has been signed by an authorized
officer of the LLC, acting as such, and neither such authorization
by such Managers or such execution and delivery by such officer
shall be deemed to have been made by any of them but shall bind
only the LLC property of the LLC as provided in the Operating
Agreement.
9. Indemnification by SSI. SSI will indemnify and hold the LLC
harmless from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the LLC because
of the negligence, bad faith or willful or wanton misconduct of
SSI or its agents.
10. Execution, Amendment, and Termination. The term of this
Agreement shall begin on the date hereof and continue until
terminated as herein provided. This Agreement may be modified or
amended from time to time by mutual agreement between the parties
hereto and may be terminated by at least 60 days' written notice
given by one party to the other. Upon termination hereof, the LLC
shall pay to SSI such compensation as may be due as of the date of
such termination, and shall likewise reimburse SSI for its costs,
expenses and disbursements payable under the Agreement to such
date.
11. SSI's Use of the Services of Others. SSI may, at its cost,
employ, retain or otherwise avail itself of the services or
facilities of other persons or organizations necessary,
appropriate or convenient for the discharge of SSI's duties and
obligations hereunder.
12. Assignment. This Agreement may not be assigned (as that term
is defined in the Act) by SSI without the prior written consent of
the LLC. The Agreement shall automatically and immediately
terminate in the event of its assignment without the prior written
consent of the LLC.
13. State Law. The Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Illinois.
14. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of this 20th day of November, 1998.
STEINROE SERVICES INC.
By: XXXXXX X. XXXXX
Attest: XXXXXXXXX X. XXXXXXX Xxxxxx X. Xxxxx, Vice President
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By: XXXXXX X. XXXXX
Attest: XXXXXXXXX X. XXXXXXX Xxxxxx X. Xxxxx, President
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
SCHEDULE A
The services to be performed by SSI with respect to the
beneficial interests in the LLC pursuant to paragraph 1 are as
follows:
1. Establishing and maintaining investor accounts as
instructed and reporting thereon;
2. Processing additions to and withdrawals of amounts in
investor accounts;
3. Reporting the amount of each investor's beneficial
interest in the LLC to the LLC and such investors on a daily
basis;
4. Providing such assistance as may be reasonably required
to enable the LLC and its properly authorized auditors, examiners,
and others designated by the LLC to properly understand and
examine all books, records, computer files, microfilm, magnetic
disks, and other items maintained pursuant to this Agreement, and
to assist as required in such examination; and
5. Any necessary or required tax reporting.
The fee for the foregoing services payable pursuant to
paragraph 1.D shall be $500 per month, payable in arrears on or
before the 10th day of each calendar month.
