Exhibit (k) (2)
AMENDED AND RESTATED
LEGAL SERVICES AGREEMENT
THIS AGREEMENT, dated as of August 13, 2008, by and between the parties as
set forth in Schedule 1, attached hereto and incorporated by reference
(designated collectively hereafter as the "Funds"), and ▇▇▇ ▇▇▇▇▇▇ INVESTMENTS
INC., a Delaware corporation ("▇▇▇ ▇▇▇▇▇▇").
WITNESSETH:
WHEREAS, each of the Funds is registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ and its affiliates have the capability of providing
certain legal services to the Funds; and
WHEREAS, each Fund desires to utilize ▇▇▇ ▇▇▇▇▇▇ and its affiliates in the
provision of such legal services; and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ and its affiliates intend to provide staff in order to
accommodate the provision of all such services.
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 ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ and/or personnel of affiliates of
▇▇▇ ▇▇▇▇▇▇ under the direction of ▇▇▇ ▇▇▇▇▇▇ shall provide each of the
Funds the legal services (the "Legal Services") as set forth in Paragraph
2 of this Agreement. ▇▇▇ ▇▇▇▇▇▇ accepts such appointments and agrees to
furnish the Legal Services in return for the compensation provided in
Paragraph 3 of this Agreement.
2. Legal Services to be Provided. ▇▇▇ ▇▇▇▇▇▇ and/or personnel of affiliates
of ▇▇▇ ▇▇▇▇▇▇ will provide to the Funds the following legal services,
including without limitation: accurate maintenance of the Funds' corporate
minute books and records, preparation and oversight of each Fund's
regulatory reports and other information provided to shareholders as well
as responding to day-to-day legal issues on behalf of the Funds. ▇▇▇
▇▇▇▇▇▇ shall hire
persons and/or supervise personnel of affiliates of ▇▇▇ ▇▇▇▇▇▇
(collectively the "Legal Services Group") as needed to provide such Legal
Services and in such numbers as may be agreed from time to time.
3. Expenses and Reimbursement. The Legal Services expenses (the "Legal
Services Expenses") for which ▇▇▇ ▇▇▇▇▇▇ may be reimbursed are salary and
salary related benefits, including but not limited to bonuses, group
insurance and other regular wages paid to the personnel of the Legal
Services Group. A monthly fixed dollar amount based on a pre-determined
allocation methodology will be applied to certain individuals and their
supervisors who work on matters relating to the Funds, which methodology
will be reviewed periodically. Such Legal Services Expenses will be
allocated as set forth in Paragraph 4 ("Allocable Legal Services
Expenses"). The Legal Services Expenses will be paid by ▇▇▇ ▇▇▇▇▇▇ (or the
affiliate of ▇▇▇ ▇▇▇▇▇▇ employing such Legal Services Group persons) and
that portion of such Legal Services Expenses allocated to the Funds as set
forth in Paragraph 4 shall be reimbursed by the Funds. ▇▇▇ ▇▇▇▇▇▇ will
tender to each Fund a monthly invoice within five business days of the
last business day of each month which shall certify the total Legal
Service Expenses expended and allocated to such Fund. Except as provided
herein, ▇▇▇ ▇▇▇▇▇▇ will receive no other compensation in connection with
Legal Services rendered in accordance with this Agreement, and ▇▇▇ ▇▇▇▇▇▇
and its affiliates will be responsible for all other expenses relating to
the providing of Legal Services.
4. Payment for Allocable Legal Services Expense Among the Funds. Each month,
one half (50%) of the Allocable Legal Services Expenses incurred under the
Agreement shall be attributable equally to each respective Fund and ▇▇▇
▇▇▇▇▇▇ Non-Participating Fund. The remaining one half (50%) of the
Allocable Legal Services Expenses shall be allocated to each respective
Fund and ▇▇▇ ▇▇▇▇▇▇ Non-Participating Fund based first on the type of fund
(based on a predetermined allocation methodology for the various types of
funds, which allocation methodology will be reviewed periodically) and
then further allocated among funds of that type on the basis of the
relative net assets at the end of the period. ▇▇▇ ▇▇▇▇▇▇ shall assume the
costs of Legal Services Expenses for the ▇▇▇ ▇▇▇▇▇▇ Non-Participating
Funds for which reimbursement is not received.
5. Maintenance of Records. All records maintained by ▇▇▇ ▇▇▇▇▇▇ in connection
with the performance of its duties under this Agreement will remain the
property of each respective Fund and will be preserved by ▇▇▇ ▇▇▇▇▇▇ for
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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 1940 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 ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ 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 negligence or misconduct on
the part of ▇▇▇ ▇▇▇▇▇▇, its agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold ▇▇▇ ▇▇▇▇▇▇
harmless from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by ▇▇▇ ▇▇▇▇▇▇ resulting from (a) any
claim, demand, action or suit in connection with ▇▇▇ ▇▇▇▇▇▇'▇ acceptance
of this Agreement; (b) an action or omission by ▇▇▇ ▇▇▇▇▇▇ in the
performance of its duties hereunder; (c) ▇▇▇ ▇▇▇▇▇▇'▇ acting upon
instructions believed by it to have been executed by a duly authorized
officer of the Fund; or (d) ▇▇▇ ▇▇▇▇▇▇'▇ acting upon information provided
by the Fund in form and under policies agreed to by ▇▇▇ ▇▇▇▇▇▇ and the
Fund. ▇▇▇ ▇▇▇▇▇▇ shall not be entitled to such indemnification in respect
of action or omissions constituting negligence or willful misconduct of
▇▇▇ ▇▇▇▇▇▇ or its agents or contractors. Prior to admitting any claim
against it which may be subject to this indemnification, ▇▇▇ ▇▇▇▇▇▇ shall
give the Fund reasonable opportunity to defend against said claim on its
own name or in the name of ▇▇▇ ▇▇▇▇▇▇.
8. Indemnification By ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇'▇ failure to comply with
the terms of this Agreement or which arises out of the negligence or
willful misconduct of ▇▇▇ ▇▇▇▇▇▇ or its agents or contractors; provided,
that such negligence or misconduct is not attributable to the Funds, their
agents or contractors. Prior to admitting any claim against it which may
be subject to this indemnification, the Fund shall give ▇▇▇ ▇▇▇▇▇▇
reasonable opportunity to defend against said claim in its own name or in
the name of such Fund.
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9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as 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 ▇▇▇
▇▇▇▇▇▇ (including ▇▇▇ ▇▇▇▇▇▇'▇ 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 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. The Agreement may be modified or
amended from time to time by mutual agreement between parties, and the
Funds shall reimburse ▇▇▇ ▇▇▇▇▇▇ for its costs, expenses and disbursements
payable under this Agreement to such date. This Agreement may be amended
in the future to include as additional parties to the Agreement other
investment companies for which ▇▇▇ ▇▇▇▇▇▇, any subsidiary or affiliate
serves as investment advisor or distributor.
12. Assignment. Any interest of ▇▇▇ ▇▇▇▇▇▇ 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 Fund. This
Agreement shall automatically and immediately terminate in the event of
its assignment without the prior written consent of the Fund.
13. 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Legal Officer and the address of ▇▇▇
▇▇▇▇▇▇, for this purpose is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: Chief Legal Officer.
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14. Personal Liability. As provided for in the Declaration of Trust of the
various Funds, under which the Funds are organized as unincorporated
trusts under the laws of the State of Delaware, Massachusetts or
Pennsylvania, as the case may be, the shareholders, trustees, officers,
employees and other agents of the Fund shall not personally be bound by or
liable for the matters set forth hereunder, nor shall resort be had to
their private property for the satisfaction of any obligation or claim
hereunder.
15. Interpretative Provisions. In connection with the operations of this
agreement, ▇▇▇ ▇▇▇▇▇▇ 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 opinion be consistent with the general tenor of
this Agreement.
16. State Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Illinois.
17. Captions. The captions in the 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 effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
ALL OF THE PARTIES SET FORTH
IN SCHEDULE 1 ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Treasurer and Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
By: /s/ ▇▇▇ ▇. Doberman
---------------------------------------
▇▇▇ ▇. Doberman
Secretary and Managing Director
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SCHEDULE 1
As of August 13, 2008
OPEN END FUNDS
▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC.
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ Global Value Equity Fund
▇▇▇ ▇▇▇▇▇▇ U.S. GOVERNMENT TRUST
▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund
▇▇▇ ▇▇▇▇▇▇ TAX FREE TRUST
▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ TRUST
▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund
▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund
▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund
▇▇▇ ▇▇▇▇▇▇ Core Equity Fund
▇▇▇ ▇▇▇▇▇▇ Global Growth Fund
▇▇▇ ▇▇▇▇▇▇ Leaders Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Select Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇ ▇▇▇▇▇▇ Utility Fund
▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund
▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST II
▇▇▇ ▇▇▇▇▇▇ American Franchise Fund
▇▇▇ ▇▇▇▇▇▇ Core Growth Fund
▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund
▇▇▇ ▇▇▇▇▇▇ International Advantage Fund
▇▇▇ ▇▇▇▇▇▇ International Growth Fund
▇▇▇ ▇▇▇▇▇▇ Technology Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
Aggressive Growth Portfolio
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CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund
▇▇▇ ▇▇▇▇▇▇ High Income Trust II
▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund
▇▇▇ ▇▇▇▇▇▇ Trust for Insured Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New York Municipals
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