AGREEMENT GOVERNING CONTRIBUTION OF WORKING CAPITAL
TO
INVESTORS ▇▇▇▇ SERIES FUND, INC.
BY
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
THIS AGREEMENT is made by and between Investors ▇▇▇▇ Series Fund, Inc.
("Fund"), a Maryland corporation, and BUSINESS MEN'S ASSURANCE COMPANY OF
AMERICA ("BMA"), a Missouri stock life insurance company.
WHEREAS, BMA desires that the Portfolios of the Fund have sufficient
assets to be able to efficiently invest in a diversified portfolio of
securities; and
WHEREAS, BMA proposes to contribute Nine Million Five Hundred Thousand
Dollars ($9,500,000) ("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 BMA and the Fund
with respect thereto be determined;
NOW, THEREFORE, it is hereby agreed between BMA and the Fund as
follows:
I
The BMA will provide for the contribution to the Fund the sum of Nine
Million Five Hundred Thousand Dollars ($9,500,000) to be apportioned among the
Portfolios as is specified in Attachment A. BMA 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 BMA 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
The BMA hereby acknowledges that by the contribution of such Working
Capital, BMA is not and shall not be regarded as a creditor of the Fund and that
the relationship of debtor-creditor between the Fund and BMA does not exist with
respect to the amount so contributed. BMA agrees that the contribution of the
Working Capital does not now and shall not in the future deem BMA the holder of
any interest other than as provided in Section II of this Agreement. BMA 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. BMA
further agrees that in the event the Portfolio is liquidated, BMA 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 BMA hereunder shall be forever binding upon its
successor or successors. This Agreement may not be assigned by the parties.
V
BMA 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 year, 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 end of the first year,
withdrawals may occurso long as the Portfolio's balance is not reduced
below $20,000,000.
D. After the first year and prior to the end of the second year, withdrawals
may occur so long as the Portfolio's balance is not reduced below
$15,000,000.
E. After the second year and prior to the end of the third year, withdrawals
may occur so long as the Portfolio's balance is not reduced below
$10,000,000.
F. 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 15th day of September, 1997.
BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
By:______________________________
INVESTORS ▇▇▇▇ SERIES FUND, INC.
By:______________________________
ATTACHMENT A
PORTFOLIO SUB-ADVISOR AMOUNT
--------- ----------- ------
Global Fixed Income ▇▇▇▇▇▇▇▇, Ayer & Wood $5,000,000
Large Cap Value ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Co. $2,500,000
Mid Cap Growth ▇▇▇▇▇▇▇▇, Ayer & Wood $2,000,000
$9,500,000
