INVESTMENT ADVISORY AND
MANAGEMENT SERVICES AGREEMENT
This agreement made this 23rd day of February, 1980, by and between FBL
MONEY MARKET FUND, INC., a Maryland corporation (hereinafter called the "Fund"),
and PFS MANAGEMENT SERVICES, INC., a Delaware corporation (hereinafter called
"PFS");
WITNESSETH:
In consideration of the mutual covenants herein contained, it is agreed as
follows:
1. ADVISORY SERVICES. PFS shall furnish investment research and
advice to the Fund and shall manage the investment and reinvestment of the
assets of the Fund and the conduct of its investment business, and matters
incidental thereto, all subject to the supervision of the Board of Directors of
the Fund, and the provisions of the Articles of Incorporation and By-Laws of the
Fund. PFS shall for all intents and purposes herein provided be deemed an
independent contractor and nothing in this agreement shall be construed to
constitute PFS an agent of the Fund unless expressly provided herein. The Fund
shall be free to retain at its expense other persons to furnish it with any
services whatsoever, including, without limitation, statistical, factual or
technical information or advice. The services of PFS herein provided are not to
be deemed exclusive and PFS shall be free to render similar services or other
services to others as long as its services hereunder shall not be impaired
thereby.
2. EXPENSES. PFS shall at its expense furnish the Fund with office
space (in the offices of PFS, or other such place or places as may be agreed
upon by the parties) and such office facilities, simple business equipment,
advisory, research and statistical facilities and clerical services and
personnel as may be necessary to administer the investment business of the Fund.
PFS shall arrange, if desired by the Fund, for officers or employees of PFS to
serve without salary from the Fund as directors, officers or agents of the Fund
if duly elected or appointed to such positions by the shareholders of the Fund
or by the Board of Directors thereof and subject to their individual consent and
to any limitations imposed by law. PFS will not be required to pay any other
expenses of the Fund other than those expressly enumerated herein; and in
particular, but without limiting the generality of the foregoing, PFS will not
be required to pay any of the following Fund expenses: (1) expenses for services
rendered by a custodian including those for the safekeeping of the Fund's
securities or other property and for keeping its books of account, (2) charges
and expenses of independent auditors, of legal counsel, of any transfer or
dividend disbursing agent, or any registrar of the Fund, (3) costs of acquiring
and disposing of portfolio securities, (4) interest, if any, on the obligations
incurred by the Fund, (5) the cost of calculating the net asset value of the
Fund as provided in the Articles of Incorporation and By-Laws of the Fund, of
stock certificates and of corporate reports, (6) membership dues in the
Investment Company Institute or any similar organization, (7) the cost of
reports, notices to shareholders and other shareholder communications and other
like miscellaneous expenses, (8) expenses of any registration and qualification
of shares of the Fund for sale under Federal Securities laws and the securities
laws of any state or other jurisdiction, (9) telephone and personnel costs
incurred by PFS and allocable to the above, (10) taxes and fees payable to
Federal, State or other Governmental agencies on account of the registration of
securities issued by the Fund or otherwise, and (11) expenses
of underwriting and selling shares of stock issued by the Fund. The Fund shall
not pay or incur any obligation for any management or administrative expenses
for which the Fund intends to seek reimbursement from PFS as herein provided
without first obtaining the written approval of PFS.
3. COMPENSATION. For the services to be rendered and the charges and
expenses assumed and to be paid by PFS as provided herein, the Fund shall pay to
PFS compensation on a graduated basis at the annual rate of .5% (1/2 of 1%) of
the first $200,000,000 of average net assets of the Fund plus .4% (4/10 of 1%)
of the next $200,000,000 of average net assets of the Fund plus .35% (35/100 of
1%) of the next 200,000,000 of average net assets of the Fund plus .3% (3/10 of
1%) of the average net assets over $600,000,000, calculated as hereinafter set
forth, from and after the date of commencement of the initial public offering of
shares of the Fund. Compensation under this agreement shall be calculated and
accrued for each business day by applying the appropriate annual rates to the
net assets of the Fund in accordance with the formula set forth above as of the
close of the last business day preceding the day for which the fee is being
calculated, and dividing the sum so computed by the number of business days in
the fiscal year. The fees thus accrued shall be payable monthly provided that
such compensation shall be paid proportionately for any other period ending with
the termination of this agreement.
4. LIMITATION OF EXPENSES. In the event that expenses of the Fund
chargeable to its income account (including amounts payable hereunder but
exclusive of brokerage fees, interest, taxes and extraordinary expenses) for any
fiscal year ending on a date at which this agreement is in effect shall exceed
the most restrictive limitation on total expenses imposed by any State where the
Fund's shares are registered for sale, PFS will reduce its management fee or
increase its reimbursement accordingly. PFS shall pay to the Fund the amount by
which such expenses exceed the applicable limitation, within three days after
the determination of the amount thereof. In no event shall PFS be required to
reimburse the Fund in an amount exceeding its compensation for such period under
this Agreement.
5. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases
or sales of portfolio securities for the account of the Fund, neither PFS nor
any officer, director or shareholder of PFS shall act as principal or receive
any commission other than its compensation provided for in this agreement. Such
limitation, however, shall not prohibit the payment of the usual and customary
brokerage commissions to any of such parties in the proper case. PFS agrees
that in all matters relating to the management of the investment of the assets
of the Fund it will act in conformity with the Articles of Incorporation and By-
Laws of the Fund and any resolutions, rules or regulations adopted by the Board
of Directors of the Fund. It is understood and agreed that PFS, by virtue of a
separate agreement with the Fund, may also act as underwriter for the Fund.
6. LIMITATION OF LIABILITY OF PFS. PFS shall not be liable for any
error of judgment or import of law, or for any loss suffered by the Fund in
connection with the matters to which this agreement relates, except loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
PFS in the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this agreement. It is
understood that the officers, directors, agents and shareholders of the Fund are
or may be interested in PFS as officers, directors, agents, shareholders or
otherwise, and that the officers, directors, shareholders and agents of PFS may
be interested in the Fund otherwise than as a shareholder. Any person, even
though also employed by PFS, who may be or become an employee of and paid by the
Fund shall be
deemed, when acting within the scope of his employment by the Fund, to be acting
in such employment solely for the Fund and not as an employee or agent of PFS.
7. EFFECTIVE DATE AND TERM. This agreement shall become effective
on the date hereof and shall continue until the close of business on November
15, 1981 and from year to year thereafter, but only so long as such continuance
is approved at least annually in a manner consistent with the Investment Company
Act of 1940. It may be terminated at any time without payment of any penalty by
vote of the Board of Directors of the Fund or by vote of the holders of a
majority of the outstanding shares of the Fund as defined under the Investment
Company Act of 1940 or by PFS on sixty (60) days' written notice to the other
party. This agreement may also be terminated at any time without payment of any
penalty by vote of the Board of Directors of the Fund in the event that it shall
have been established by a court of competent jurisdiction that PFS or any
officer or director of PFS has taken any action which results in a breach of the
covenants of PFS set forth herein. This agreement shall automatically terminate
in the event of its assignment within the meaning of such term under the
Investment Company Act.
8. NOTICES. Any notice under this agreement shall be in writing
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
9. AMENDMENT OF THIS AGREEMENT. No provision of this agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this agreement shall be
effective until approved by vote of the holders of a majority of the Fund's
outstanding shares as defined in the Investment Company Act of 1940.
10. MISCELLANEOUS. The captions in this agreement are included for
convenience or reference only and in no way decline or limit any of the
provisions hereof or otherwise effect their construction or effect. This
agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Fund and PFS have caused this agreement to be
executed in their names and on their behalf and under their corporate seals by
and through their duly authorized officers all on the day and year first above
written.
FBL MONEY MARKET FUND, INC.
By:
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Its Vice President
ATTEST:
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Its Assistant Secretary
PFS MANAGEMENT SERVICES, INC.
By:
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Its President
ATTEST:
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Its Assistant Secretary
