SERVICES AGREEMENT
BETWEEN
XXXXX & XXXXXX, INC.
AND
INVESTORS XXXX ADVISORS, LLC
THIS AGREEMENT, made and entered into as of the 2nd day of October, 1997,
by and between Xxxxx & Xxxxxx, Inc., a Missouri corporation ("J&B"), and
Investors Xxxx Advisors, a Delaware Limited Liability Company ("IMA");
WHEREAS, IMA is statutory manager of the Investors Xxxx Series Fund, Inc.;
and
WHEREAS, J&B and IMA desire to enter into agreement to provide general fund
administration and portfolio accounting to the Investors Xxxx Series Fund, Inc.;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto do hereby agree as follows:
1. Term of Agreement
The effective date of this Agreement shall be October 10, 1997, and shall
continue in effect until termination by either party upon 60 days written
notice.
2. Duties of the Parties
(a) During the term of this Agreement, J&B will provide transfer agency
services to the Investors Xxxx Series Fund pursuant to a written Transfer Agency
Agreement appropriately approved by the Board of Directors of the Investors Xxxx
Series Fund, such Agreement to be in a form acceptable to IMA.
The parties understand and agree that the cost of such transfer agency
services, as documented in said Agreement, shall be the responsibility of J&B,
and in no event shall Investors Xxxx Series Fund be responsible for such cost.
(b) Xxxxx & Babson shall also furnish or provide for portfolio accounting,
various fund administration and legal/regulatory services to the Investors Xxxx
Series Fund Portfolios including, without limitation, federal and state
registration of the shares of the Investors Xxxx Series Fund Portfolios for
public sale, preparation and printing of appropriate prospectuses, proxies and
other similar documents, and responsibility for various activities in connection
with necessary meetings of shareholders and Board of Directors of the Investors
Xxxx Series Fund.
(c) During the term of this Agreement, J&B will serve as statutory
underwriter/distributor of the Investors Xxxx Series Fund, subject to continued
approval thereof by the Board of Directors of the Investors Xxxx Series Fund,
pursuant to the terms and conditions of the Underwriting Agreement now in effect
or as may be in effect from time to time hereafter. As statutory
underwriter/distributor, J&B will perform including, without limitation,
reviewing advertising, promotional and other offerin material relating to the
Investors Xxxx Series Fund Portfolios and filing such material with regulatory
authorities as necessary.
(d) IMA shall act as statutory manager of the Investors Xxxx Series Fund
pursuant to the terms and conditions of the Management Agreement in effect from
time to time during the term of this Agreement, and shall perform all of its
duties as statutory manager in a reasonable and appropriate manner. IMA shall
cooperate with J&B in its capacity as statutory underwriter/distributor and
service provider to the various Investors Xxxx Series Fund Portfolios, and shall
provide all information, documentation and assistance reasonably requested by
J&B in connection with such services.
3. Compensation
(a) As compensation for its services hereunder, for the period from the
effective date, IMA shall pay J&B an annual fee, payable monthly (based on
average total net assets of each of the Investors Xxxx Series Fund Portfolios
computed daily in accordance with Certificate of Incorporation and Bylaws) equal
to 0.06% of the average total net assets of Investors Xxxx Series Fund
Portfolios
4. Standard of Care and Indemnification
(a) J&B and IMA agree to discharge their duties and responsibilities
hereunder in an appropriate and businesslike manner, generally consistent with
the standards and norms of performance of the mutual fund industry in connection
with similar arrangements with respect to similar duties and responsibilities.
Neither J&B nor IMA shall be liable hereunder for any error committed in the
reasonable exercise of good business judgment for any loss suffered by the other
in connection herewith, but nothing herein contained shall be construed to
protect either J&B or IMA against any liability by reason of willful
misfeasance, nonfeasance, bad faith or gross negligence in the performance of
their respective duties, or by reason of reckless disregard of their respective
obligations and duties under this Agreement.
(b) J&B and IMA each agrees to indemnify and hold the other and its
nominees harmless from and against all taxes, charges, expenses, assessments,
claims and liabilities including, without limitation, reasonable attorneys' fees
and disbursements, arising from any action or thing which either party takes or
does or omits to take or do in connection with this Agreement; provided,
however, that neither J&B nor IMA nor any of their respective nominees shall be
entitled to indemnification if such party is guilty of willful misfeasance,
nonfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations hereunder.
5. Miscellaneous
This Agreement shall be deemed to be a contract made in Missouri and
governed by Missouri law, and may be executed in any number of counterparts,
each of which shall be deemed an original. All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and assigns.
This Agreement or any part hereof may be amended, modified or waived only by an
instrument in writing signed by each party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
Xxxxx & Xxxxxx, Inc. Investors Xxxx Advisors, LLC
By:____________________________ By:__________________________
