XXXXX XXXXXX ALLOCATION SERIES INC.
HIGH GROWTH PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6th day of July 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
High Growth Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
--------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the
Board such periodic and special reports as the Board may reasonably
request. SBFM agrees that all books and records that it maintains for
the Portfolio or the Fund are the property of the Fund and it will
surrender promptly to the Fund on behalf of the Portfolio any of such
books and records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead
in connection with its duties under this Agreement.
4. For the services provided and the expenses assumed pursuant to
this Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any
of SBFM's directors, officers, or employees who may also be a director, officer
or employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the High Growth Portfolio
By:___________________________________ By:_____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:_______________________________ Attest:_________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
XXXXX XXXXXX ALLOCATION SERIES INC.
GROWTH PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6/th/ day of July 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
Growth Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
-------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the Board
such periodic and special reports as the Board may reasonably request.
SBFM agrees that all books and records that it maintains for the
Portfolio or the Fund are the property of the Fund and it will surrender
promptly to the Fund on behalf of the Portfolio any of such books and
records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead in
connection with its duties under this Agreement.
4. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any of
SBFM's directors, officers, or employees who may also be a director, officer or
employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to the conflict of law
rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the Growth Portfolio
By:___________________________________ By: ____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:_________________________________ Attest:_________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
XXXXX XXXXXX ALLOCATION SERIES INC.
BALANCED PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6th day of July 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
Balanced Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
-------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the Board
such periodic and special reports as the Board may reasonably request.
SBFM agrees that all books and records that it maintains for the
Portfolio or the Fund are the property of the Fund and it will surrender
promptly to the Fund on behalf of the Portfolio any of such books and
records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead in
connection with its duties under this Agreement.
4.For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any of
SBFM's directors, officers, or employees who may also be a director, officer or
employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 7 World Trade Center, 00/xx/
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 7
World Trade Center, 00/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Secretary.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to the conflict of law
rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the Balanced Portfolio
By:___________________________________ By: _____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:_______________________________ Attest:__________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
XXXXX XXXXXX ALLOCATION SERIES INC.
CONSERVATIVE PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6/th/ day of July 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
Conservative Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
-------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the Board
such periodic and special reports as the Board may reasonably request.
SBFM agrees that all books and records that it maintains for the
Portfolio or the Fund are the property of the Fund and it will surrender
promptly to the Fund on behalf of the Portfolio any of such books and
records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead in
connection with its duties under this Agreement.
4. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any of
SBFM's directors, officers, or employees who may also be a director, officer or
employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 7 World Trade
Center, 00/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to the conflict of law
rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the Conservative Portfolio
By:___________________________________ By:_____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:_______________________________ Attest: _________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
XXXXX XXXXXX ALLOCATION SERIES INC.
INCOME PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6th day of July, 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
Income Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
--------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the
Board such periodic and special reports as the Board may reasonably
request. SBFM agrees that all books and records that it maintains for
the Portfolio or the Fund are the property of the Fund and it will
surrender promptly to the Fund on behalf of the Portfolio any of such
books and records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead
in connection with its duties under this Agreement.
4. For the services provided and the expenses assumed pursuant to
this Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any
of SBFM's directors, officers, or employees who may also be a director, officer
or employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the Income Portfolio
By:___________________________________ By:_____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:_________________________________ Attest:_________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
XXXXX XXXXXX ALLOCATION SERIES INC.
GLOBAL PORTFOLIO
ASSET ALLOCATION AND ADMINISTRATION AGREEMENT
AGREEMENT, made this 6th day of July, 2001 between Xxxxx Xxxxxx
Allocation Series Inc., a Maryland corporation (the "Fund"), with respect to the
Global Portfolio (the "Portfolio") and Xxxxx Xxxxxx Fund Management LLC, a
Delaware limited liability company ("SBFM").
W I T N E S S E T H:
--------------------
WHEREAS, the Portfolio is a series of the Fund which will operate as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, and the rules thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its
assets in (a) open-end management investment companies or series thereof that
are or will be part of a group of investment companies that holds itself out to
investors as related companies for purposes of investment and investor services
(i) for which Xxxxxxx Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") or any entity
controlling, controlled by, or under common control with Xxxxxxx Xxxxx Barney
now or in the future acts as principal underwriter or (ii) for which Xxxxxxx
Xxxxx Xxxxxx or SBFM or any entity controlling, controlled by, or under common
control with Xxxxxxx Xxxxx Barney or SBFM now or in the future acts as
investment adviser (collectively, the "Underlying Xxxxx Xxxxxx Funds") and (b)
repurchase agreements, and the Fund desires to avail itself of the experience,
sources of information, advice, assistance and facilities available to SBFM and
to have SBFM perform for it various asset allocation and administration
services; and SBFM is willing to furnish such advice and services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
1. The Fund on behalf of the Portfolio hereby appoints SBFM to act as
investment adviser to the Portfolio on the terms set forth in this Agreement.
SBFM accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund
(the "Board"), SBFM shall manage the investment of the Portfolio's assets and
provide investment research advice and supervision of the Portfolio's
investments in accordance with the Portfolio's investment objective, policies
and restrictions as stated in the Fund's Registration Statement under the 1940
Act as it may be amended from time to time (the "Registration Statement"), and
subject to the following understandings:
(a) SBFM shall provide supervision of the Portfolio's investments and
determine from time to time the investments or securities that will be
purchased, retained or sold by the Portfolio. SBFM shall determine the
percentage of the Portfolio's assets invested from time to time in (i)
each Underlying Xxxxx Xxxxxx Fund selected by the Board pursuant to the
investment objective and policies of the Portfolio as set forth in the
prospectus forming part of the Registration Statement and (ii)
repurchase agreements. SBFM shall allocate investments for the
Portfolio among the Underlying Xxxxx Xxxxxx Funds and repurchase
agreements based on factors it considers relevant, including its
outlook for the economy, financial markets and the relative performance
of the Underlying Xxxxx Xxxxxx Funds. The allocation among the
Underlying Xxxxx Xxxxxx Funds shall be made within investment ranges
established by the Board, which will designate minimum and maximum
percentages for each of the Underlying Xxxxx Xxxxxx Funds.
SBFM will also make recommendations to the Board concerning changes to
(i) the Underlying Xxxxx Xxxxxx Funds in which the Portfolio may
invest, (ii) the percentage range of assets that may be invested by the
Portfolio in any one Underlying Xxxxx Xxxxxx Fund and (iii) the
percentage range of assets of the Portfolio that may be invested in
equity funds and fixed income funds (including money market funds).
(b) SBFM shall use its best judgment in the performance of its duties under
this Agreement.
(c) SBFM undertakes to perform its duties and obligations under this
Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state
laws and regulations and with the instructions and directions of the
Board.
(d) SBFM shall maintain books and records with respect to the Portfolio's
investment transactions and such other books and records required to be
maintained by SBFM pursuant to the Rules of the Securities and Exchange
Commission ("SEC") under the 1940 Act and SBFM shall render to the
Board such periodic and special reports as the Board may reasonably
request. SBFM agrees that all books and records that it maintains for
the Portfolio or the Fund are the property of the Fund and it will
surrender promptly to the Fund on behalf of the Portfolio any of such
books and records upon the Fund's request.
(e) SBFM will (i) maintain office facilities for the Fund, (ii) furnish the
Portfolio with statistical and research data, clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund and the
Portfolio, (iii) prepare reports to each Portfolio's shareholders and
(iv) prepare tax returns, reports to and filings with the SEC and state
Blue Sky authorities.
3. SBFM will bear all of the expenses of its employees and overhead
in connection with its duties under this Agreement.
4. For the services provided and the expenses assumed pursuant to
this Agreement, the Fund will pay to SBFM out of the assets of the Portfolio a
monthly fee in arrears equal to 0.20% per annum of the Portfolio's average daily
net assets during the month.
5. SBFM shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected.
6. SBFM shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
7. This Agreement shall commence July 6, 2001 and shall continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. This Agreement may
be terminated as a whole at any time by the Fund on behalf of the Portfolio,
without the payment of any penalty, upon the vote of a majority of the Board or
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, or by SBFM, on 60 days' written notice by either
party to the other. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict the right of any
of SBFM's directors, officers, or employees who may also be a director, officer
or employee of the Fund to engage in any other business or to devote his or her
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict SBFM's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The investment advisory services
provided by SBFM hereunder are not to be deemed exclusive, and SBFM shall be
free to render similar services to others.
9. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (i) to SBFM at 0 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (ii) to the Fund at 7 World Trade
Center, 00xx Xxxxx, , Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
XXXXX XXXXXX ALLOCATION SERIES INC. Xxxxx Xxxxxx Fund Management LLC
on behalf of the Global Portfolio
By:________________________________ By:_____________________________
Xxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx
Chairman of the Board President
Attest:____________________________ Attest:_________________________
Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx
Secretary General Counsel
