AGREEMENT GOVERNING CONTRIBUTION OF WORKING CAPITAL
TO
INVESTORS XXXX SERIES FUND, INC.
BY
GENERALI, U.S. BRANCH
THIS AGREEMENT is made by and between Investors Xxxx Series Fund, Inc.
("Fund"), a Maryland corporation, and GENERALI - U.S. BRANCH ("Generali"), a
branch of Assicurazioni Generali, S.P.A., authorized to operate in the United
States pursuant to the laws of the State of New York.
WHEREAS, Generali desires that the Portfolios of the Fund have
sufficient assets to be able to efficiently invest in a diversified portfolio of
securities; and
WHEREAS, Generali proposes to contribute Seven Million Five Hundred
Thousand Dollars ($7,500,000) ("Working Capital") to the Portfolio(s) in the
manner hereinafter described; and
WHEREAS, it is necessary and desirable that the terms under which said
Working Capital is contributed and the respective rights of Generali and the
Fund with respect thereto be determined;
NOW, THEREFORE, it is hereby agreed between Generali and the Fund as
follows:
I
Generali will provide for the contribution to the Fund the sum of Seven
Million Five Hundred Thousand Dollars ($7,500,000) to be apportioned among the
Portfolios as is specified in Attachment A. Generali hereby represents and
agrees that such Working Capital is for investment purposes and not for the
purpose of redeeming or disposing of any interest in the Portfolio resulting
from such contribution. This Working Capital is in addition to any minimum
capital requirement imposed upon the Fund.
II
In consideration for the contribution of the Working Capital and
without deduction of any sales or other charges, the Fund shall credit Generali
with shares. Such shares shall share pro rata in the investment performance of
the Portfolio and shall be subject to the same valuation procedures and the same
periodic charges as are other shares of such Portfolio.
III
Generali hereby acknowledges that by the contribution of such Working
Capital, Generali is not and shall not be regarded as a creditor of the Fund and
that the relationship of debtor-creditor between the Fund and Generali does not
exist with respect to the amount so contributed. Generali agrees that the
contribution of the Working Capital does not now and shall not in the future
deem Generali the holder of any interest other than as provided in Section II of
this Agreement. Generali agrees that its interest in the Portfolio as a result
of such Contribution shall be neither senior to nor subordinate to the
beneficial interests of the Portfolio held by (I) owners of variable annuity
contracts and other variable insurance contracts issued with respect to the
separate accounts of insurance companies, or (ii) participants in qualified
pension and other retirement plans. Generali further agrees that in the event
the Portfolio is liquidated, Generali shall have no preferential rights of any
kind over such contract owners or qualified plan participants but shall share
ratably with them.
IV
All commitments of Generali hereunder shall be forever binding upon its
successor or successors. This Agreement may not be assigned by the parties.
V
Generali agrees that it will not seek and a withdrawal of contributed
Working Capital shall not occur unless the below listed circumstances and
conditions have been met. The time periods in this section are measured from the
date the Working Capital is contributed.
A. During the first two (2) years, no withdrawal from a Portfolio will be
allowed if it results in a Net Redemption. For purposes of this agreement,
a Net Redemption is a withdrawal from a Portfolio that, on the day of the
request, would exceed the amount of available cash, including any amounts
transferred or deposited into the Portfolio, and, as a result, require the
sale of Portfolio assets.
B. No Working Capital may be withdrawn during the first six (6) month period.
C. After the first six (6) months and prior to the last day of the first year,
withdrawals may occur so long as the Portfolio's balance is not reduced
below $20,000,000.
D. After the first year and prior to the last day of the third year,
withdrawals may occur so long as the Portfolio's balance is not reduced
below $15,000,000.
E. Beginning with the first day of the fourth (4th) year, withdrawals may
occur without regard to a minimum Portfolio balance.
VI
The Fund, on behalf of the Portfolio, hereby accepts the contribution
of such Working Capital subject to the terms of the Agreement.
Executed this _____ day of ___________, 1997.
GENERALI - U.S. BRANCH
By:_________________________________
INVESTORS XXXX SERIES FUND, INC.
By:_________________________________
ATTACHMENT A
PORTFOLIO SUB-ADVISOR AMOUNT
--------- ----------- ------
Money Market Xxxxxxxx, Ayer & Wood $1,000,000
Intermediate Fixed Income Xxxxxxxx, Xxxx & Xxxx $2,000,000
Balanced Xxxxxxxxx Capital
Management $2,500,000
Growth and Income Lord, Xxxxxx & Co. $2,000,000
$7,500,000
