ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”), dated this 14th day of September, 2017 with an effective date as of the 30th day of December, 2016, by and among: Xxxxxxx Research and Management (“CRM”), a business trust organized under the laws of the Commonwealth of Massachusetts, and Modern Woodmen of America, a life insurance company organized under the laws of the State of Illinois (the “Company”), for the provision of administrative services by the Company.
WHEREAS, the Company entered into an Administrative Services Agreement, dated October 29, 2001, with Xxxxxxx Investment Management, Inc. (“CIM”) (formerly Xxxxxxx Asset Management Company, Inc.) and Xxxxxxx Investment Distributors, Inc. (“CID”) (formerly Xxxxxxx Distributors, Inc.) (the “Xxxxxxx Services Agreement”). The Xxxxxxx Services Agreement was entered into in connection with administrative services to be provided by the Company to Xxxxxxx Variable Products, Inc. (the Fund”).
WHEREAS, CRM, a wholly-owned subsidiary of Xxxxx Xxxxx Corp., has agreed to purchase substantially all of the business assets of CIM, investment adviser to the Fund, subject to various closing conditions (the “Transaction”). In the Transaction, which will close once the conditions to closing have been satisfied (the “Transaction Date”), CRM will assume only specified business assets of CIM and will not assume any of CIM’s liabilities, The Transaction Date is anticipated to be on or about December 30, 2016;
WHEREAS, as of the Transaction Date, CRM will become the investment adviser to the Fund, and CIM and CID will no longer provide investment advisory or other services to the Fund; and
WHEREAS, the Company and CRM desire to continue the current arrangement for the provision of administrative services to the Fund, as described in the Xxxxxxx Services Agreement following the closing of the Transaction.
WHEREAS, the Company has provided the administrative services to the Fund since the Transaction Date without interruption.
NOW THEREFORE, in consideration of the mutual benefits and promises contained herein, the parties hereto agree as follows:
SECTION 1. The parties hereto hereby adopt all terms of the Xxxxxxx Services Agreement and agree that the terms of the Xxxxxxx Services Agreement that relate to CIM will now relate to CRM, except as otherwise provided herein.
SECTION 2. Company confirms that all of its representations, warranties and conditions in the Xxxxxxx Services Agreement continue in full force and effect.
SECTION 3. The parties agree that CRM shall only assume liability under the Agreement as of the Transaction Date, and CRM and its affiliates shall have no liability whatsoever (including, without limitation, any indemnification obligation) for any act or omission of CID prior to the Transaction date, or for any costs, expenses, loses, damages, liabilities of any kind whatsoever, arising prior to the Transaction Date.
SECTION 4. All notices to CRM pursuant to the Agreement shall be sent as follows:
Xxxxxxx Research and Management
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Chief Legal Officer
SECTION 5. The occurrence of the Transaction on the Transaction Date is a condition precedent to the effectiveness of the terms of this Agreement.
SECTION 6. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission or delivered by scanned image (e.g. .pdf, .tiff, jpg, .jpeg or other file extension) as an attachment to an email. Such facsimile or scanned image may include this Agreement in its entirety or a standalone signature page, either of which shall have the same effect as an original signature and shall be considered definitive evidence of the final agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement as of the date and year first above written.
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MODERN WOODMEN OF AMERICA | ||
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By: |
/s/ W. Xxxxx Xxxxxx |
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Name: |
W. Xxxxx Xxxxxx |
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Title: |
President & CEO |
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XXXXXXX RESEARCH AND MANAGEMENT | ||
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By: |
/s/ Xxxxxxx Gemma |
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Name: |
Xxxxxxx Gemma |
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Title: |
Secretary |
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