EXHIBIT (h)(2)
AMENDED AND RESTATED
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, dated May 20, 2009 by and between the parties as set forth
in Schedule A, attached hereto and incorporated herein by reference (designated
collectively hereafter as the "Funds"), and XXX XXXXXX ASSET MANAGEMENT, a
Delaware statutory trust ("VKAM").
W I T N E S S E T H:
WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, VKAM has the capability of providing certain accounting services
to the Funds; and
WHEREAS, each desires to utilize VKAM in the provision of such accounting
services; and
WHEREAS, VKAM intends to maintain its staff in order to accommodate the
provision of all such services; and
WHEREAS, this Agreement was originally entered into on May 31, 1997 and
subsequently amended numerous times, and VKAM desires to combine the amendments
into one Amended and Restated Fund Accounting Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
spelled out herein, it is agreed between the parties hereto as follows:
1. Appointment of VKAM. As agent, VKAM shall provide each of the Funds the
accounting services ("Accounting Services") as set forth in Paragraph 2 of this
Agreement. VKAM accepts such appointment and agrees to furnish the Accounting
Services in return for the compensation provided in Paragraph 3 of this
Agreement.
2. Accounting Services to be Provided. VKAM will provide to each respective Fund
accounting related services in connection with the maintenance of the financial
records of such Fund, including without limitation: (i) maintenance of the
general ledger and other financial books and records; (ii) processing of
portfolio transactions; (iii) coordination of the valuation of portfolio
securities; (iv) calculation of the Fund's net asset value; (v) coordination of
financial and regulatory reporting; (vi) preparation of financial reports for
each Fund's Board of Trustees; (vii) coordination of tax and financial
compliance issues; (viii) the establishment and maintenance of accounting
policies; (ix) recommendations with respect to dividend policies; (x)
preparation of each Fund's financial reports and other accounting and tax
related notice information to shareholders; and (xi) the assimilation and
interpretation of accounting data for meaningful management review. VKAM shall
provide accurate maintenance of each Fund's financial books and records as
required by the applicable securities statutes and regulations, and shall hire
persons (collectively the "Accounting Service Group") as needed to provide such
Accounting Services.
3. Expenses and Reimbursements. VKAM shall be reimbursed by the Funds for all
costs and services incurred in connection with the provision of the
aforementioned Accounting Services ("Accounting Service Expenses"), including
but not limited to all salary and related benefits paid to the personnel of the
Accounting Service Group, overhead and expenses related to office space and
related equipment and out-of-pocket expenses.
The Accounting Services Expenses will be paid by VKAM and reimbursed by
the Funds. VKAM will tender to each Fund a monthly invoice as of the last
business day of each month which shall certify
the total support service expenses expended. Except as provided herein, VKAM
will receive no other compensation in connection with Accounting Services
rendered in accordance with this Agreement.
4. Payment for Accounting Service Expenses Among the Funds. As to one quarter
(25%) of the Accounting Service Expenses incurred under the Agreement, the
expense shall be allocated between all Funds based on the number of classes of
shares of beneficial interest that each respective Fund has issued. As to the
remaining three quarters (75%) of the Accounting Service Expenses incurred under
the Agreement, the expense shall be allocated between all Funds based on their
relative net assets. For purposes of determining the percentage of expenses to
be allocated to any Fund, the liquidation preference of any preferred shares
issued by any such Fund shall not be considered a liability of such Fund for the
purposes of calculating relative net assets of such Fund.
5. Maintenance of Records. All records maintained by VKAM in connection with the
performance of its duties under this Agreement will remain the property of each
respective Fund and will be preserved by VKAM for the periods prescribed in
Section 31 of the 1940 Act and the rules thereunder or such other applicable
rules that may be adopted from time to time under the Act. In the event of
termination of the Agreement, such records will be promptly delivered to the
respective Funds. Such records may be inspected by the respective Funds at
reasonable times.
6. Liability of VKAM VKAM shall not be liable to any Fund for any action taken
or thing done by it or its agents or contractors on behalf of the Fund in
carrying out the terms and provisions of the Agreement if done in good faith and
without gross negligence or misconduct on the part of VKAM, its agents or
contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold VKAM harmless
from all loss, cost, damage and expense, including reasonable expenses for legal
counsel, incurred by VKAM resulting from: (a) any claim, demand, action or suit
in connection with VKAM's acceptance of this Agreement; (b) any action or
omission by VKAM in the performance of its duties hereunder; (c) VKAM's acting
upon instructions believed by it to have been executed by a duly authorized
officer of the Fund; or (d) VKAM's acting upon information provided by the Fund
in form and under policies agreed to by VKAM and the Fund. VKAM shall not be
entitled to such indemnification in respect of actions or omissions constituting
gross negligence or willful misconduct of VKAM or its agents or contractors.
Prior to confessing any claim against it which may be subject to this
indemnification, VKAM shall give the Fund reasonable opportunity to defend
against said claim in its own name or in the name of VKAM.
8. Indemnification By VKAM VKAM will indemnify and hold harmless each Fund from
all loss, cost, damage and expense, including reasonable expenses for legal
counsel, incurred by the Fund resulting from any claim, demand, action or suit
arising out of VKAM's failure to comply with the terms of this Agreement or
which arises out of the gross negligence or willful misconduct of VKAM or its
agents or contractors; provided that such negligence or misconduct is not
attributable to the Funds, their agents or contractors. Prior to confessing any
claim against it which may be subject to this indemnification, the Fund shall
give VKAM reasonable opportunity to defend against said claim in its own name or
in the name of such Fund.
9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers or shareholders of both the Funds and VKAM
(including VKAM's affiliates), and that the existence of any such dual interest
shall not affect the validity hereof or of any transactions hereunder except as
otherwise provided by a specific provision of applicable law.
11. Execution, Amendment and Termination. The term of this Agreement shall begin
as of the date first above written, and unless sooner terminated as herein
provided, this Agreement shall remain in effect through May, 2010, and
thereafter from year to year, if such continuation is specifically approved at
least annually by the Board of Trustees of each Fund, including a majority of
the independent Trustees of
each Fund. This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto and may be terminated after May, 2010, by
at least sixty (60) days' written notice given by one party to the others. Upon
termination hereof, each Fund shall pay to VKAM such compensation as may be due
as of the date of such termination and shall likewise reimburse VKAM for its
costs, expenses and disbursements payable under this Agreement to such date.
Schedule A of this Agreement may be amended in the future to include as
additional parties to the Agreement other investment companies for which VKAM,
any subsidiary or affiliate serves as investment advisor or distributor if such
amendment is approved by the President of each Fund.
12. Assignment. Any interest of VKAM under this Agreement shall not be assigned
or transferred, either voluntarily or involuntarily, by operation of law or
otherwise, without the prior written consent of the Funds. This Agreement shall
automatically and immediately terminate in the event of its assignment without
the prior written consent of the Funds.
13. Delegation of Accounting Services. VKAM may delegate the provision of all or
a portion of the Accounting Services contemplated herein to such other parties
as may be approved by the Board of each Fund. In the event of any such
delegation, the Funds shall reimburse VKAM for expense related to those
Accounting Services provided by VKAM and shall pay such sub-accounting agents
such compensation as may be agreed from time to time by the Funds and the
sub-accounting agent. In the event of such delegation,VKAM shall oversee the
activities of such sub-accounting agent on behalf of the Funds.
14. Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the other
party at such address as such other party may designate for the receipt of such
notices. Until further notice to the other parties, it is agreed that for this
purpose the address of each Fund is 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Legal Department and the address of VKAM, for this purpose is 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Legal Department.
15. Personal Liability. As provided for in the Agreement and Declaration of
Trust of the various Funds, under which the Funds are organized as
unincorporated trusts, the shareholders, trustees, officers, employees and other
agents of the Fund shall not personally be found by or liable for the matters
set forth hereto, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder.
16. Interpretative Provisions. In connection with the operation of this
Agreement, VKAM and the Funds may agree from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement.
17. State Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Illinois.
18. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have caused this amended and restated
Agreement to be executed as of the day and year first above written.
ALL OF THE PARTIES SET FORTH IN SCHEDULE A
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx
Treasurer and Chief Financial Officer
XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx X. Xxxx III
-------------------------------------
Xxxxxx X. Xxxx III
Managing Director and Chief Administrative Officer
SCHEDULE A
CLOSED END FUNDS
Xxx Xxxxxx High Income Trust II
Xxx Xxxxxx Municipal Trust
Xxx Xxxxxx Ohio Quality Municipal Trust
Xxx Xxxxxx Trust For Insured Municipals
Xxx Xxxxxx Trust For Investment Grade Municipals
Xxx Xxxxxx Trust For Investment Grade New Jersey Municipals
Xxx Xxxxxx Trust For Investment Grade New York Municipals
Xxx Xxxxxx Municipal Opportunity Trust
Xxx Xxxxxx California Value Municipal Income Trust
Xxx Xxxxxx Massachusetts Value Municipal Income Trust
Xxx Xxxxxx Pennsylvania Value Municipal Income Trust
Xxx Xxxxxx Advantage Municipal Income Trust II
Xxx Xxxxxx Select Sector Municipal Trust
Xxx Xxxxxx Bond Fund
OPEN END FUNDS
Xxx Xxxxxx Xxxxxxxx Fund
Xxx Xxxxxx Corporate Bond Fund
Xxx Xxxxxx Enterprise Fund
Xxx Xxxxxx Equity and Income Fund
Xxx Xxxxxx Government Securities Fund
Xxx Xxxxxx Growth and Income Fund
Xxx Xxxxxx Harbor Fund
Xxx Xxxxxx High Yield Fund
Xxx Xxxxxx Exchange Fund
Xxx Xxxxxx Life Investment Trust
on behalf of its Series
Mid Cap Growth Portfolio
Xxxxxxxx Portfolio
Capital Growth Portfolio
Enterprise Portfolio
Global Tactical Asset Allocation Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Xxx Xxxxxx Limited Duration Fund
Xxx Xxxxxx Capital Growth Fund
Xxx Xxxxxx Real Estate Securities Fund
Xxx Xxxxxx Reserve Fund
Xxx Xxxxxx Tax-Exempt Trust
on behalf of its Series
Xxx Xxxxxx High Yield Municipal Fund
1
Xxx Xxxxxx Equity Trust II
on behalf of its Series
Xxx Xxxxxx Technology Fund
Xxx Xxxxxx Core Growth Fund
Xxx Xxxxxx International Advantage Fund
Xxx Xxxxxx American Franchise Fund
Xxx Xxxxxx International Growth Fund
Xxx Xxxxxx Equity Premium Income Fund
Xxx Xxxxxx U.S. Government Trust
on behalf of its series
Xxx Xxxxxx U.S. Mortgage Fund
Xxx Xxxxxx Tax Free Trust
on behalf of its series
Xxx Xxxxxx California Insured Tax Free Fund
Xxx Xxxxxx Insured Tax Free Income Fund
Xxx Xxxxxx Intermediate Term Municipal Income Fund
Xxx Xxxxxx Municipal Income Fund
Xxx Xxxxxx New York Tax Free Income Fund
Xxx Xxxxxx Strategic Municipal Income Fund
Xxx Xxxxxx Trust
on behalf of its series
Xxx Xxxxxx Core Plus Fixed Income Fund
Xxx Xxxxxx Trust II
on behalf of its series
Xxx Xxxxxx Global Bond Fund
Xxx Xxxxxx Global Tactical Asset Allocation Fund
Xxx Xxxxxx Equity Trust
on behalf of its series
Xxx Xxxxxx Asset Allocation Conservative Fund
Xxx Xxxxxx Asset Allocation Moderate Fund
Xxx Xxxxxx Asset Allocation Growth Fund
Xxx Xxxxxx Core Equity Fund
Xxx Xxxxxx Global Growth Fund
Xxx Xxxxxx Leaders Fund
Xxx Xxxxxx Mid Cap Growth Fund
Xxx Xxxxxx Small Cap Growth Fund
Xxx Xxxxxx Small Cap Value Fund
Xxx Xxxxxx Utility Fund
Xxx Xxxxxx Value Opportunities Fund
Xxx Xxxxxx Pennsylvania Tax Free Income Fund
Xxx Xxxxxx Tax Free Money Fund
Xxx Xxxxxx Series Fund, Inc.
on behalf of its series
Xxx Xxxxxx American Value Fund
Xxx Xxxxxx Emerging Markets Fund
Xxx Xxxxxx Equity Growth Fund
Xxx Xxxxxx Global Equity Allocation Fund
Xxx Xxxxxx Global Franchise Fund
2
Xxx Xxxxxx Global Value Equity Fund
Xxx Xxxxxx Retirement Strategy Trust
Xxx Xxxxxx 2010 Retirement Strategy Fund
Xxx Xxxxxx 2015 Retirement Strategy Fund
Xxx Xxxxxx 2020 Retirement Strategy Fund
Xxx Xxxxxx 2025 Retirement Strategy Fund
Xxx Xxxxxx 2030 Retirement Strategy Fund
Xxx Xxxxxx 2035 Retirement Strategy Fund
Xxx Xxxxxx 2040 Retirement Strategy Fund
Xxx Xxxxxx 2045 Retirement Strategy Fund
Xxx Xxxxxx 2050 Retirement Strategy Fund
Xxx Xxxxxx In Retirement Strategy Fund
VAN KAMPEN PARTNERS TRUST
Xxx Xxxxxx X'Xxxxxxxxxxx Large Cap Growth Fund
Xxx Xxxxxx X'Xxxxxxxxxxx All Cap Core Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Small / Mid Cap Growth Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Enhanced Dividend Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Global Fund
Xxx Xxxxxx X'Xxxxxxxxxxx International Fund
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