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Exhibit (6)(i)
Copies of all investment advisory contracts to which the
registrant is a party -- Management Services Agreement,
dated May 13, 1997, between Xxxxxxx SBIC, LLC and
Xxxxxxx Xxxxxx & Company Planning, Inc.
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MANAGEMENT SERVICES AGREEMENT
This Agreement is made on May 13, 1997, by and between Xxxxxxx SBIC, LLC,
a Delaware limited liability company ("Company"), and Xxxxxxx Xxxxxx & Company
Planning, Inc., an Iowa corporation ("Manager").
The following is a recital of facts underlying this Agreement:
A. Company has applied to be licensed as a small business investment
company ("SBIC") by the U.S. Small Business Administration ("SBA") pursuant to
the Small Business Investment Act of 1958, as amended, and regulations
promulgated pursuant to such legislation (such legislation and regulations
being collectively referred to as the "SBIC Act").
B. Manager desires to offer management and advisory services to Company
and Company wishes to retain the services of Manager to provide such services.
C. The Limited Liability Agreement (the "LLC Agreement") pursuant to which
Company is being organized provides for the retention by the Company of a
management services company such as Manager. Capitalized terms not otherwise
defined in the Agreement shall have the meanings set forth in the LLC
Agreement.
NOW THEREFORE, the parties agree as follows:
1. ENGAGEMENT. Company retains Manager to provide the services specified
in this Agreement, and Manager accepts such retention and shall provide such
services during the term of this Agreement.
2. SERVICES. Manager shall provide the following services to Company in
connection with the Company's business operations:
(a) location, development, investigation, analysis
and presentation to Company of suitable investment
opportunities, which are consistent with the Company's status
as an SBIC and with the policies of the Company as established
from time to time by the Company's Management Board;
(b) preparation of reports, research and economic and
statistical data relating to proposed and existing investments
of Company;
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(c) review of investment guidelines for Company and
proposal of revisions thereto in light of changing business
and economic factors and portfolio growth;
(d) monitoring of investments, and making recommendations
with respect to enforcement of Company rights and sale or
other disposition of investments;
(e) preparing or causing to be prepared such reports
as the Company's officers and Management Board may from time
to time request;
(f) preparing or causing to be prepared all tax
returns and tax information required by Company;
(g) preparing or causing to be prepared and filing or
causing to be filed all reports Company is required to record
or file with governmental entities, including the SBA;
(h) administration of the day-to-day operations of
Company, including maintenance of accounts, books and records
as required under applicable laws and SBA rules and
regulations;
(i) furnishing Company suitable office space which is
identified as Company's place of business;
(j) attendance to or arrangement for clerical and
accounting services; and
(k) such other services as may be mutually agreed
upon.
3. MAINTENANCE OF STAFF AND FACILITIES. Manager shall maintain a staff
trained and experienced in the business of Company of sufficient size to enable
the Company to adequately carry on its business. Compensation for such staff
shall be at rates which are competitive within the industry. In addition to
the service of its own staff, Manager shall, when necessary, arrange for and
coordinate the services of other professionals and consultants. Manager shall
properly equip its office with such equipment and supplies as are reasonably
necessary for performance of its obligations pursuant to this Agreement. All
costs and expenses incurred by Manager in connection with the hiring of
employees and maintaining and equipping its office shall be borne by the
Manager and shall be incurred in the name of Manager and not in the name of
Company.
4. OPERATIONAL EXPENSES. Manager shall pay all Management Expenses of
Company as set forth in Company's LLC Agreement, and Manager shall not seek
reimbursement from Company for payment of Management Expenses. If Manager pays
any expenses of
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Company which are not Management Expenses, Company promptly shall
reimburse Manager upon presentation of reasonable documentation of such
expenses.
5. MANAGEMENT FEE. For services under this Agreement, Company shall pay
Manager an annual fee calculated as set forth in Section 9.2.1 of the LLC
Agreement. The management fee shall be payable quarterly, in advance. During
the term of this Agreement Manager shall be considered to be a third party
beneficiary of those provisions of the LLC Agreement which pertain to the
payment of the Management Fee, the definition of Management Expenses,
indemnification of Manager and its related parties and otherwise apply or
pertain to the Manager or the terms pursuant to which the Manager provides
services to Company pursuant to this Agreement, and such provisions of the LLC
Agreement may not be amended r deleted without Manager's consent.
6. TERM. This Agreement shall expire upon the first to occur of: (a)
completion of liquidation of the Company pursuant to the LLC Agreement; or (b)
thirty (30) days following either party giving notice of termination to the
other party. This Agreement shall automatically terminate if it is assigned by
Manager.
7. INDEMNIFICATION. Company shall indemnify Manager and its owners
(whether shareholders, partners, members or otherwise), directors, officers,
employees and other representatives to the fullest extent permitted by the LLC
Agreement. Such indemnification shall continue as to a person who has ceased
to hold the position which entitled such person to indemnification and such
indemnification shall inure to the benefit of the successors, assigns, heirs,
personal representatives, executors, trustees, and administrators of such
person.
8. MANAGER'S ACTIVITIES. Manager may perform management services for
entities other than Company and may give advice and take action in the
performance of its duties which may differ from the advice given or action
taken with respect to Company and the Company's investments.
9. BOOKS AND RECORDS. Manager shall make its books, records and employees
pertaining to the Company available for inspection and consultation by
Company's Management Board and officers.
10. MATERIAL CHANGES. This Agreement may not be materially changed
without the prior approval of the Company's Management Board without prior
approval of the SBA.
11. MISCELLANEOUS. This Agreement is binding upon the parties hereto and
their successors and assigns and shall be governed by and construed according
to the laws of the State of Iowa. This Agreement may be amended only in a
writing signed by each of the parties, and
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terms of this Agreement may be waived only by a writing signed by the party to
be charged with such waiver.
12. NOTICES. Whenever any notice is required to be or may be given
pursuant to this Agreement it shall be deemed given when sent to the party to
receive such notice by registered or certified mail, by overnight courier, by
facsimile or other electronic communication or personal delivery at the
following address:
If to Company:
XXXXXXX SBIC, LLC
000 Xxxxxx Xxxxxx, XX
X.X. Xxx 00000
Xxxxx Xxxxxx, XX 00000-0000
Telephone No.: 319/000-0000
Facsimile No.: 319/365-4538
If to Manager:
XXXXXXX XXXXXX & COMPANY PLANNING, INC.
000 Xxxxxx Xxxxxx, XX
X.X. Xxx 00000
Xxxxx Xxxxxx, XX 00000-0000
Telephone No.: 319/000-0000
Facsimile No.: 319/365-4538
IN WITNESS WHEREOF, and intending to be legally bound thereby, the parties
hereto have executed and delivered this Agreement as of the date set forth
above.
XXXXXXX SBIC,LLC
By: /s/ Xxxxx X. Xxxxx
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Its: President
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XXXXXXX XXXXXX & COMPANY
PLANNING, INC.
By: /s/ Xxxxx X. Xxxxx
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Its: President
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