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EXHIBIT (h)(2)
AMENDED AND RESTATED
LEGAL SERVICES AGREEMENT
THIS AGREEMENT, dated as of May 31, 1997, by and between the parties as
set forth in Schedule 1, attached hereto and incorporated by reference
(designated collectively hereafter as the "Funds"), and ▇▇▇ ▇▇▇▇▇▇ AMERICAN
CAPITAL, INC., a Delaware corporation ("▇▇▇ ▇▇▇▇▇▇").
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, ▇▇▇ ▇▇▇▇▇▇ has the capability of providing certain legal services
to the Funds; and
WHEREAS, each Fund desires to utilize ▇▇▇ ▇▇▇▇▇▇ in the provision of such
legal services; and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ intends to increase its 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 ▇▇▇ ▇▇▇▇▇▇. As agent, ▇▇▇ ▇▇▇▇▇▇ 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. ▇▇▇ ▇▇▇▇▇▇ 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 (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
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wages paid to the personnel of the Legal Services Group, as well as overhead
and expenses related to office space and necessary equipment. The Legal
Services Expenses will be paid by ▇▇▇ ▇▇▇▇▇▇ and reimbursed by the Funds. ▇▇▇
▇▇▇▇▇▇ will tender to each Fund a monthly invoice as of the last business day
of each month which shall certify the total Legal Service Expenses expended.
Except as provided herein, ▇▇▇ ▇▇▇▇▇▇ will receive no other compensation in
connection with Legal Services rendered in accordance with this Agreement, and
▇▇▇ ▇▇▇▇▇▇ will be responsible for all other expenses relating to the providing
of Legal Services.
4. Payment for Legal Services Expense Among the Funds. One half (50%) of the
Legal Services Expenses incurred under the Agreement shall be attributable
equally to each respective Fund and all other funds to whom ▇▇▇ ▇▇▇▇▇▇ provides
Legal Services, including all other Funds for which ▇▇▇ ▇▇▇▇▇▇ serves as
investment adviser and distributor and the Govett Funds (the "Non-Participating
Funds"). ▇▇▇ ▇▇▇▇▇▇ shall assume the costs of Legal Services for the
Non-Participating Funds for which reimbursement is not received. The remaining
one half (50%) of the Legal Services Expenses shall be in allocated (a) in the
event services are attributable to specific funds (including the
Non-Participating Funds) based on such specific time allocations; and (b) in the
event services are attributable only to types of funds (i.e. closed-end and
open-end funds), the relative amount of time spent on each type of fund and
then further allocated between funds of that type on the basis of relative net
assets at the end of the period.
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 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 ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ 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
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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.
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 through May 31, 1997,
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. The Agreement may be modified or
amended from time to time by mutual agreement between the and shall likewise
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
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further notice to the other parties, it is agreed that for this purpose the
address of each Fund is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President and the address of ▇▇▇ ▇▇▇▇▇▇, for this purpose is ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel.
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 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President & Secretary
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
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SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund
5. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST
11. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST II
12. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
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20. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
21. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
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AMENDMENT ONE
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT ONE to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated herein by reference and ▇▇▇ ▇▇▇▇▇▇ AMERICAN
CAPITAL, INC.
W I T N E S S E T H
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund, Inc. being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wishes to become a party to the Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund, Inc.
1
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IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed this 31st day of May, 1997.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUND, INC.
By:
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Secretary
2
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SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund
5. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST
11. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST II
12. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
11
20. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
21. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
12
43. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUND INC., on behalf of its series
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ American Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Real Estate Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equity Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asian Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latin American Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Magnum Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund.
13
AMENDMENT TWO
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT TWO to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated herein by reference and ▇▇▇ ▇▇▇▇▇▇ AMERICAN
CAPITAL, INC.
W I T N E S S E T H
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ American Capital Senior Floating Rate Fund, being a
closed-end registered investment company as that term is defined in the
Investment Company Act of 1940, as amended, wishes to become a party to the
Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇ ▇▇▇▇▇▇ American Capital Senior Floating Rate
Fund
1
14
IN WITNESS WHEREOF, the parties have caused this Amendment Two to be
executed this 19th day of December, 1997.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
2
15
SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund
5. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST
11. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST II
12. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
16
20. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
21. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
43. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR FLOATING RATE FUND
17
44. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUND INC., on behalf of its series
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ American Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Real Estate Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equity Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asian Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latin American Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Magnum Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japanese Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund.
18
AMENDMENT THREE
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT THREE to the Amended and Restated Legal Services
Agreement dated May 31, 1997 by and between the parties as set forth in Schedule
1, attached hereto and incorporated herein by reference and ▇▇▇ ▇▇▇▇▇▇ AMERICAN
CAPITAL, INC.
W I T N E S S E T H
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ American Capital Senior Income Trust, being a
closed-end registered investment company as that term is defined in the
Investment Company Act of 1940, as amended, wishes to become a party to the
Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇ ▇▇▇▇▇▇ American Capital Senior Income Trust.
1
19
IN WITNESS WHEREOF, the parties have caused this Amendment Three to be
executed this 22nd day of April, 1998.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
2
20
SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund
5. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST
11. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST II
12. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR FLOATING RATE FUND
14. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
20. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
21
21. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
22. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
28. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
29. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
30. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
31. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
32. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
39. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
40. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
41. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
42. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
43. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
44. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR INCOME TRUST
22
45. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUND INC., on behalf of its series
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ American Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Real Estate Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equity Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asian Growth Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latin American Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Magnum Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japanese Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund.
23
AMENDMENT FOUR
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT FOUR to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated herein by reference and ▇▇▇ ▇▇▇▇▇▇ INVESTMENTS
INC.
W I T N E S S E T H
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund, being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wishes to become a party to the Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entity as a party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund.
1
24
IN WITNESS WHEREOF, the parties have caused this Amendment Four to be
executed this 30th day of July, 1998.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
2
25
SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund and
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund
5. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST
11. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL HIGH INCOME TRUST II
12. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR FLOATING RATE FUND
14. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
20. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
26
21. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
22. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
28. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
29. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
30. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
31. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
32. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
39. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
40. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
41. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
42. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
43. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
44. ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR INCOME TRUST
27
45. ▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC., on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇ ▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇ ▇▇▇▇▇▇ High Yield & Total Return Fund
▇▇▇ ▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇ ▇▇▇▇▇▇ U.S. Real Estate Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Value Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Fund
▇▇▇ ▇▇▇▇▇▇ Asian Growth Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Latin American Fund
▇▇▇ ▇▇▇▇▇▇ International Magnum Fund
▇▇▇ ▇▇▇▇▇▇ Japanese Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund
▇▇▇ ▇▇▇▇▇▇ Growth & Income Fund II
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ European Equity Fund
28
AMENDMENT FIVE
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT FIVE to the Amended and Restated Legal Services
Agreement dated May 31, 1997 by and between the parties as set forth in Schedule
1, attached hereto and incorporated by reference and ▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
W I T N E S S E T H
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund, a series of ▇▇▇
▇▇▇▇▇▇ Equity Trust and ▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund, a series of
▇▇▇ ▇▇▇▇▇▇ Trust, each being an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, wish to
become a party to the Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entities as parties to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund and ▇▇▇ ▇▇▇▇▇▇
Managed Short Term Income Fund.
1
29
IN WITNESS WHEREOF, the parties have caused this Amendment Five to be
executed this 4th day of February, 1999.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
2
30
SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Michigan Tax Free Income Fund,
▇▇▇ ▇▇▇▇▇▇ Missouri Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ High Yield Fund
▇▇▇ ▇▇▇▇▇▇ Short-Term Global Income Fund
▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund
▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Utility Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Fund
▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇ ▇▇▇▇▇▇ Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ Prospector Fund
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
5. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL INCOME TRUST
8. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA MUNICIPAL TRUST
9. ▇▇▇ ▇▇▇▇▇▇ HIGH INCOME TRUST
10. ▇▇▇ ▇▇▇▇▇▇ HIGH INCOME TRUST II
11. ▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
12. ▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
13. ▇▇▇ ▇▇▇▇▇▇ INVESTMENT GRADE MUNICIPAL TRUST
14. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA QUALITY MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ FLORIDA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ NEW YORK QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ OHIO QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA QUALITY MUNICIPAL TRUST
20. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INSURED MUNICIPALS
21. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE MUNICIPALS
3
31
22. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL OPPORTUNITY TRUST
28. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE MUNICIPAL INCOME TRUST
29. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TRUST
31. ▇▇▇ ▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
32. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ NEW YORK VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ OHIO VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL OPPORTUNITY TRUST II
39. ▇▇▇ ▇▇▇▇▇▇ FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE MUNICIPAL INCOME TRUST II
41. ▇▇▇ ▇▇▇▇▇▇ SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
43. ▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
32
44. ▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC., on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇ ▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇ ▇▇▇▇▇▇ High Yield & Total Return Fund
▇▇▇ ▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇ ▇▇▇▇▇▇ U.S. Real Estate Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Value Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Fund
▇▇▇ ▇▇▇▇▇▇ Asian Growth Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Latin American Fund
▇▇▇ ▇▇▇▇▇▇ International Magnum Fund
▇▇▇ ▇▇▇▇▇▇ Japanese Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund
▇▇▇ ▇▇▇▇▇▇ Growth & Income Fund II
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ European Equity Fund
33
AMENDMENT SIX
TO THE
AMENDED AND RESTATED LEGAL SERVICES AGREEMENT
DATED MAY 31, 1997
THIS AMENDMENT SIX to the Amended and Restated Legal Services Agreement
dated May 31, 1997 by and between the parties as set forth in Schedule 1,
attached hereto and incorporated herein by reference and ▇▇▇ ▇▇▇▇▇▇ INVESTMENTS
INC.
W I T N E S S E T H
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ Technology Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Equity
Trust II, an open-end management investment company as that term is defined in
the Investment Company Act of 1940, as amended, wishes to become party to the
Agreement; and
WHEREAS, the original parties desire to add the aforementioned
additional entity as party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule 1 of
the Agreement be amended to add ▇▇▇ ▇▇▇▇▇▇ Technology Fund.
34
IN WITNESS WHEREOF, the parties have caused this Amendment Six to be
executed this 26th day of May, 1999.
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
---------------------------------
A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
Vice President and Secretary
▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
President and Chief Executive Officer
35
SCHEDULE 1
1. ▇▇▇ ▇▇▇▇▇▇ U.S. GOVERNMENT TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ U.S. Government Fund
2. ▇▇▇ ▇▇▇▇▇▇ TAX FREE TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free High Income Fund
▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Florida Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ California Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Michigan Tax Free Income Fund,
▇▇▇ ▇▇▇▇▇▇ Missouri Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Ohio Tax Free Income Fund
3. ▇▇▇ ▇▇▇▇▇▇ TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ High Yield Fund
▇▇▇ ▇▇▇▇▇▇ Short-Term Global Income Fund
▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund
▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund
4. ▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Utility Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Fund
▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇ ▇▇▇▇▇▇ Great American Companies Fund
▇▇▇ ▇▇▇▇▇▇ Prospector Fund
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
5. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA TAX FREE INCOME FUND
6. ▇▇▇ ▇▇▇▇▇▇ TAX FREE MONEY FUND
7. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL INCOME TRUST
8. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA MUNICIPAL TRUST
9. ▇▇▇ ▇▇▇▇▇▇ HIGH INCOME TRUST
10. ▇▇▇ ▇▇▇▇▇▇ HIGH INCOME TRUST II
11. ▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
12. ▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
13. ▇▇▇ ▇▇▇▇▇▇ INVESTMENT GRADE MUNICIPAL TRUST
14. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL TRUST
15. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA QUALITY MUNICIPAL TRUST
16. ▇▇▇ ▇▇▇▇▇▇ FLORIDA QUALITY MUNICIPAL TRUST
17. ▇▇▇ ▇▇▇▇▇▇ NEW YORK QUALITY MUNICIPAL TRUST
18. ▇▇▇ ▇▇▇▇▇▇ OHIO QUALITY MUNICIPAL TRUST
19. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA QUALITY MUNICIPAL TRUST
20. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INSURED MUNICIPALS
21. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE MUNICIPALS
3
36
22. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
23. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
24. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
25. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
26. ▇▇▇ ▇▇▇▇▇▇ TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
27. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL OPPORTUNITY TRUST
28. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE MUNICIPAL INCOME TRUST
29. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TRUST
31. ▇▇▇ ▇▇▇▇▇▇ VALUE MUNICIPAL INCOME TRUST
32. ▇▇▇ ▇▇▇▇▇▇ CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. ▇▇▇ ▇▇▇▇▇▇ MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. ▇▇▇ ▇▇▇▇▇▇ NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. ▇▇▇ ▇▇▇▇▇▇ NEW YORK VALUE MUNICIPAL INCOME TRUST
36. ▇▇▇ ▇▇▇▇▇▇ OHIO VALUE MUNICIPAL INCOME TRUST
37. ▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. ▇▇▇ ▇▇▇▇▇▇ MUNICIPAL OPPORTUNITY TRUST II
39. ▇▇▇ ▇▇▇▇▇▇ FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. ▇▇▇ ▇▇▇▇▇▇ ADVANTAGE MUNICIPAL INCOME TRUST II
41. ▇▇▇ ▇▇▇▇▇▇ SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
43. ▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
37
44. ▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC., on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇ ▇▇▇▇▇▇ Global Fixed Income Fund
▇▇▇ ▇▇▇▇▇▇ High Yield & Total Return Fund
▇▇▇ ▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Aggressive Equity Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Value Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Fund
▇▇▇ ▇▇▇▇▇▇ Asian Growth Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Latin American Fund
▇▇▇ ▇▇▇▇▇▇ International Magnum Fund
▇▇▇ ▇▇▇▇▇▇ Japanese Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Money Market Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Government Obligations Money Market Fund
▇▇▇ ▇▇▇▇▇▇ Growth & Income Fund II
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ European Equity Fund
45. ▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST II, on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Technology Fund
