EXHIBIT(j)(2)
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made as of November 16, 2006, by and
between each of the XXX XXXXXX FUNDS set forth on Schedule A attached hereto,
which may be amended from time to time, each of such Funds acting severally on
its own behalf and not jointly with any of such other Funds (each such Fund and
series thereof, as applicable, hereinafter referred to as the "Fund"), each such
Fund having its principal office and place of business at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and XXX XXXXXX INVESTOR SERVICES INC.
("VKIS"), a Delaware corporation, having its principal office and place of
business at 0000 Xxxx Xxx Xxxx., Xxxxxxx, Xxxxx 00000.
WHEREAS, the Fund desires to appoint VKIS as its transfer agent, dividend
disbursing agent and shareholder servicing agent and VKIS desires to accept such
appointment;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE 1 - TERMS OF APPOINTMENT; DUTIES OF VKIS
1.1 Subject to the terms and conditions set forth in this Agreement, each
Fund hereby employs and appoints VKIS to act as, and VKIS agrees to act as, the
transfer agent for each class of shares of each Fund, whether now or hereafter
authorized or issued ("Shares"), dividend disbursing agent and shareholder
servicing agent in connection with any accumulation, open-account or similar
plans provided to the holders of such Shares ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund, including without limitation any periodic investment
plan or periodic withdrawal program.
1.2 VKIS agrees that it will perform the following services, where
applicable:
(a) In accordance with procedures established from time to time by
agreement between each Fund and VKIS, VKIS shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation therefor to
the custodian of the assets of each Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and issue certificates therefor or hold such Shares in book
form in the appropriate Shareholder account;
(iii) Receive for acceptance redemption and/or repurchase
requests and redemption and/or repurchase directions, deliver the
appropriate documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption and/or
repurchase, pay over or cause to be paid over in the appropriate
manner such monies as instructed by the redeeming or repurchasing
Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by each Fund;
(vii) Calculate any sales charges payable by a Shareholder on
purchases and/or redemptions of Shares of a Fund as such charges may
be reflected in the prospectus;
(viii) Maintain records of account for and advise each Fund and
its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of each Fund and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934
("1934 Act") a record of the total number of Shares of the Fund which
are authorized, based upon data provided to it by the Fund, and issued
and outstanding. VKIS shall also provide to each Fund on a regular
basis the total number of Shares that are authorized, issued and
outstanding and shall notify the Fund in case any proposed issue of
Shares by the Fund would result in an overissue. In case any issue of
Shares would result in an overissue, VKIS shall refuse to issue such
Shares and shall not countersign and issue any certificates requested
for such Shares. When recording the issuance of Shares, VKIS shall
have no obligation to take cognizance of any Blue Sky laws relating to
the issue of sale of such Shares, which functions shall be the sole
responsibility of the Funds.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), VKIS shall:
(i) perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, shareholder servicing
agent in connection with dividend reinvestment, accumulation,
open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including
but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing appropriate forms required with
respect to dividends and distributions by federal tax authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and notices and other documents related to
repurchases and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders
and providing Shareholder account information;
(ii) open any and all bank accounts which may be necessary or
appropriate in order to provide the foregoing services; and
(iii) provide a system that will enable the Fund to monitor the
total number of Shares sold in each State or other jurisdiction.
(c) In addition, each Fund shall:
(i) identify to VKIS in writing those transactions and assets to
be treated as exempt from Blue Sky reporting for each State; and
(ii) verify the inclusion on the system prior to activation of
each State in which Fund shares may be sold and thereafter monitor the
daily purchases and sales for shareholders in each State. The
responsibility of VKIS for a Fund's status under the securities laws
of any State or other jurisdiction is limited to the inclusion on the
system of each State as to which the Fund has informed VKIS that
shares may be sold in compliance with state securities laws and the
reporting of purchases and sales in each such State to the Fund as
provided above and as agreed from time to time by the Fund and VKIS.
(d) VKIS agrees that its duties and obligations hereunder will be
performed in a competent, efficient and workmanlike manner with due
diligence in accordance with reasonable industry practice, and that the
necessary facilities, equipment and personnel for such performance will be
provided. In order to assure compliance with this Section and to implement
a cooperative effort to improve and maintain the quality of transfer
agency, dividend disbursing and shareholder services received by each of
the Funds and their shareholders, VKIS agrees to provide and maintain
quantitative performance objectives, including maximum target turn-around
times and maximum target error rates,
2
for the various services provided hereunder. VKIS also agrees to provide a
reporting system designed to provide the Board of
Directors/Trustees/Managing General Partner, as the case may be
(collectively, the "Board of Directors"), of each of the Funds on a
quarterly basis with quantitative data comparing actual performance for the
period with the performance objectives. The foregoing procedures are
designed to provide a basis for continuing monitoring by the Board of
Directors of the quality of services rendered hereunder.
(e) VKIS shall provide such additional services and functions not
specifically described herein as may be mutually agreed between VKIS and
the Fund. Procedures applicable to such services may be established from
time to time by agreement between the Fund and VKIS.
ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by VKIS pursuant to this Agreement, each Fund agrees to
pay VKIS the fees provided in the fee schedule attached hereto as Schedule B as
agreed from time to time by each of the Funds and VKIS.
2.2 In addition to the amounts paid under Section 2.1 above, each of the
Funds agrees to reimburse VKIS promptly for such Fund's reasonable out-of-pocket
expenses or advances paid on its behalf by VKIS in connection with its
performance under this Agreement for postage, freight, envelopes, checks,
drafts, continuous forms, reports and statements, telephone, telegraph, costs of
outside mailing firms, necessary outside record storage costs, media for storage
of records (e.g., microfilm, microfiche and computer tapes) and printing costs
incurred due to special requirements of such Fund. In addition, any other
special out-of-pocket expenses paid by VKIS at the specific request of any of
the Funds will be promptly reimbursed by the requesting Fund. Postage for
mailings of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to VKIS by the concerned Fund three
business days prior to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF VKIS
VKIS represents and warrants to the Funds that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware.
3.2 It is and will remain registered with the U.S. Securities and Exchange
Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section
17A of the 0000 Xxx.
3.3 It is empowered under applicable laws and by its charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.6 It will maintain a system regarding "as of" transactions as follows:
(a) Each "as of" transaction effected at a price other than that in
effect on the day of processing for which an estimate has not been given to
any of the affected Funds and which is necessitated by VKIS' error, or
delay for which VKIS is responsible or which could have been avoided
through the exercise of reasonable care, will be identified, and the net
effect of such transactions determined, on a daily basis for each such
Fund.
3
(b) The cumulative net effect of the transactions included in
paragraph (a) above will be determined each day throughout each month. If,
on any day during the month, the cumulative net effect upon any Fund is
negative and exceeds an amount equivalent to 1/2 of 1 cent per share of
such Fund, VKIS shall promptly make a payment to such Fund (in cash or
through use of a credit as described in paragraph (c) below) in such amount
as necessary to reduce the negative cumulative net effect to less than 1/2
of 1 cent per share of such Fund. If on the last business day of the month
the cumulative net effect (adjusted by the amount of any payments or
credits used pursuant to the preceding sentence) upon any Fund is negative,
such Fund shall be entitled to a reduction in the monthly transfer agency
fee next payable by an equivalent amount, except as provided in paragraph
(c) below. If on the last business day of the month the cumulative net
effect (similarly adjusted) upon any Fund is positive, VKIS shall be
entitled to recover certain past payments, credits used and reductions in
fees, and to a credit against all future payments and fee reductions made
under this paragraph to such Fund, as described in paragraph (c) below.
(c) At the end of each month, any positive cumulative net effect upon
any Fund shall be deemed to be a credit to VKIS which shall first be
applied to recover any payments, credits used and fee reductions made by
VKIS to such Fund under paragraph (b) above during the calendar year by
increasing the amount of the monthly transfer agency fee next payable in an
amount equal to prior payments, credits used and fee reductions made during
such year, but not exceeding the sum of that month's credit and credits
arising in prior months during such year to the extent such prior credits
have not previously been utilized as contemplated by this paragraph (c).
Any portion of a credit to VKIS not so used shall remain as a credit to be
used as payment against the amount of any future negative cumulative net
effects which would otherwise require a payment, use of a credit or fee
reduction to such Fund pursuant to paragraph (b) above.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
Each Fund represents and warrants to VKIS that:
4.1 It is duly organized and existing and in good standing under the laws
of the state set forth in Schedule A hereto.
4.2 It is empowered under applicable laws and by its organizational
documents to enter into and perform this Agreement.
4.3 All requisite proceedings necessary to authorize it to enter into and
perform this Agreement have been taken.
4.4 It is an open-end (except for Xxx Xxxxxx Senior Loan Fund, which is a
closed-end), management investment company registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933 (the "1933
Act") is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of each Fund being offered for sale.
ARTICLE 5 - DUTY OF CARE AND INDEMNIFICATION
5.1 VKIS shall at all times act in good faith and agrees to use its best
efforts within reasonable time limits to insure the accuracy of all services
performed under this Agreement. VKIS shall not be responsible for, and each Fund
shall indemnify and hold VKIS harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability (collectively, "Losses") arising out of or attributable to:
(a) All actions of VKIS or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in
good faith with due diligence and without negligence or willful misconduct.
4
(b) A Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence
or willful misconduct or which arise out of breach of any representation or
warranty of the Fund hereunder.
(c) The reasonable reliance on or use by VKIS or its agents or
subcontractors of information, records and documents which (i) are received
by VKIS or its agents or subcontractors and furnished to it by or on behalf
of a Fund, and (ii) have been prepared and/or maintained by a Fund or any
other person or firm on behalf of the Fund.
(d) The reasonable reliance on, or the carrying out by VKIS or its
agents or subcontractors of, any instructions or requests of a Fund.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities or Blue Sky
laws of any State or other jurisdiction that notice of offering of such
Shares in such State or other jurisdiction or in violation of any stop
order or other determination or ruling by any federal agency or any State
or other jurisdiction with respect to the offer or sale of such Shares in
such State or other jurisdiction unless such violation results from any
failure by VKIS to comply with written instructions of a Fund that no
offers or sales of the Fund's shares be made in general or to the residents
of a particular state.
5.2 VKIS shall indemnify and hold each Fund harmless from or against any
and all Losses arising out of or attributable to any action or failure or
omission to act by VKIS as a result of the lack of good faith, negligence,
willful misconduct, or the breach of any representation or warranty of VKIS, its
officers, employees or agents.
5.3 At any time, VKIS may apply to any authorized officer of any of the
Funds for instructions, and may consult with legal counsel to the Fund, with
respect to any matter arising in connection with the services to be performed by
VKIS under this Agreement, and VKIS and its agents or subcontractors shall not
be liable and shall be indemnified by such Fund for any action taken or omitted
by it in good faith and in reasonable reliance upon such instructions or upon
the opinion of such counsel. VKIS, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of a Fund, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction, information, data,
records or documents provided to VKIS or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. VKIS, its agents
and subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signature of the officers of the concerned Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.4 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.5 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
5.6 In order that the indemnification provisions contained in this Article
5 shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6 - DOCUMENTS AND COVENANTS OF THE FUNDS AND VKIS
5
6.1 Each Fund shall promptly furnish to VKIS the following, unless
previously furnished to Access Investor Services, Inc., the prior transfer agent
of the Fund:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of VKIS and the execution and delivery
of this Agreement; and
(b) A certified copy of the organizational documents of the Fund and
all amendments thereto.
6.2 VKIS hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of Share certificates, check
forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices.
6.3 VKIS shall prepare and keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable and as
required by applicable laws and regulations. To the extent required by Section
31 of the 1940 Act, and the rules and regulations thereunder, VKIS agrees that
all such records prepared or maintained by VKIS relating to the services
performed by VKIS hereunder are the property of the concerned Fund and will be
preserved, maintained and made available in accordance with such Section 31 of
the 1940 Act, and the rules and regulations thereunder, and will be surrendered
promptly to the concerned Fund on and in accordance with its request.
6.4 VKIS and each Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential and shall not be voluntarily disclosed to any other person except
as may be required by law or with the prior consent of VKIS and the concerned
Fund.
6.5 In case of any request or demands for the inspection of the Shareholder
records of any Fund, VKIS will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection. VKIS
reserves the right, however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held liable for the failure
to exhibit the Shareholder records to such person.
ARTICLE 7 - DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement, as amended and restated, shall remain in full force and
effect from year-to-year unless terminated by either party as provided in
Section 7.2 hereof.
7.2 This Agreement may be terminated for good and reasonable cause at any
time by any party on 60 days' written notice to the other party without payment
of any penalty.
7.3 Any unpaid fees or reimbursable expenses payable to VKIS at the
termination date of this Agreement shall be due on that termination date. VKIS
agrees to use its best efforts to cooperate with the Funds and the successor
transfer, dividend disbursement, or shareholder servicing agent or agents in
accomplishing an orderly transition.
ARTICLE 8 - ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party; provided, however, that no consent shall be
required for any merger of any of the Funds with, or any sale of all or
substantially all the assets of any of the Funds to, another investment company.
8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
6
8.3 VKIS may, in its sole discretion and without further consent by any
Fund, subcontract, in whole or in part, for the performance of its obligations
and duties hereunder with any person or entity including but not limited to
companies which are affiliated with VKIS; provided, however, that such person or
entity has and maintains the qualifications, if any, required to perform such
obligations and duties, and that VKIS shall be as fully responsible to each Fund
for the acts and omissions of any agent or subcontractor as it is for its own
acts or omissions under this Agreement.
ARTICLE 9 - AFFILIATIONS
9.1 Without the prior approval of the Boards of Directors of the Funds,
VKIS shall not, directly or indirectly, provide services, including services
such as transfer agent, dividend disbursing agent or shareholder service agent,
to any investment companies.
9.2 It is understood and agreed that the members of the Board of Directors,
officers, employees, agents and shareholders of the Funds, and the directors,
officers, employees, agents and shareholders of the Funds' investment adviser
and/or distributor, are or may be interested in VKIS as directors, officers,
employees, agents and shareholders or otherwise, and that the directors,
officers, employees, agents and shareholders of VKIS may be interested in the
Funds as members of the Board of Directors, officers, employees, agents and
shareholders or otherwise, or in the investment adviser and/or distributor as
directors, officers, employees, agents, shareholders or otherwise.
ARTICLE 10 - AMENDMENT
10.1 This Agreement may be amended or modified, with respect to a Fund, by
a written agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors of the concerned Fund. Additionally, any
Fund may be added to this Agreement with the consent of both parties.
ARTICLE 11 - APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof.
11.2 (a) Any dispute, controversy, or claim arising out of or relating to
this Agreement, or the breach, termination or validity thereof, shall be finally
settled by arbitration in accordance with the Expedited Procedures of the
commercial arbitration Rules of the American Arbitration Association (the "AAA")
then in effect (the "Rules"). The arbitration shall be held in Chicago,
Illinois.
(b) There shall be one arbitrator who shall be selected jointly by the
parties. If the parties are unable to agree on an arbitrator within 15 days
after a demand for arbitration is made by a party, the arbitrator shall be
appointed by the AAA in accordance with the Rules. The hearing shall be held
within 90 days of the appointment of the arbitrator. Notwithstanding the
Expedited Procedures of the Rules, the arbitrator, at his discretion, may
schedule additional days of hearings.
(c) Either party may, without inconsistency with this Agreement, seek
from a court any interim or provisional relief in aid of arbitration, pending
the establishment of the arbitral tribunal. The parties hereby submit to the
exclusive jurisdiction of the federal and state courts located in the Northern
District of the State of Illinois for any such relief in aid of arbitration, or
for any relief relating to arbitration, except for the enforcement of an
arbitral award which may be enforced in any court having jurisdiction.
(d) Any arbitration proceedings or award rendered hereunder and the
validity, effect and interpretation of Section 11.2 shall be governed by the
Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) The award shall be final
and binding upon the parties. Judgment upon any award may be entered in any
court having jurisdiction.
7
(e) This Agreement and the rights and obligations of the parties shall
remain in full force and effect pending the award in any arbitration proceeding
hereunder.
ARTICLE 12 - MISCELLANEOUS
12.1 The execution of this Agreement has been authorized by the Funds'
Board of Directors. This Agreement is executed on behalf of the Funds or the
Board of Directors of the Funds as directors or trustees (as the case may be)
and not individually and the obligations of this Agreement are not binding upon
any of the directors or trustees (as the case may be), officers or shareholders
of the Funds individually but are binding only upon the assets and property of
the Funds.
12.2 For each of those Funds which have one or more portfolios as set forth
in Schedule A attached hereto, all obligations of those Funds under this
Agreement shall apply only on a portfolio-by-portfolio basis and the assets of
one portfolio shall not be liable for the obligations of any other.
12.3 In the event of a change in the business or regulatory environment
affecting all or any portion of this Agreement, the parties hereto agree to
renegotiate such affected portions in good faith.
12.4 In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to VKIS an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or destroyed,
supported by an appropriate bond satisfactory to VKIS and the concerned Fund
issued by a surety company satisfactory to VKIS, except that VKIS may accept an
affidavit of loss and indemnity agreement executed by the registered holder (or
legal representative) without surety in such form as VKIS deems appropriate
indemnifying VKIS and the concerned Fund for the issuance of a replacement
certificate, in cases where the alleged loss is in the amount of $1,000 or less.
12.5 In the event that any check or other order for payment of money on the
account of any Shareholder or new investor is returned unpaid for any reason,
VKIS will (a) give prompt notification to the concerned Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of such
non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as VKIS may, in its sole discretion, deem
appropriate or as the Fund and, if applicable, the Distributor may instruct
VKIS.
12.6 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to VKIS shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
TO THE FUND:
[Name of Fund]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
TO VKIS:
Xxx Xxxxxx Investor Services Inc.
Harborside Financial Center
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
ARTICLE 13 - MERGER OF AGREEMENT
8
13.1 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
9
EACH OF THE XXX XXXXXX FUNDS
LISTED ON SCHEDULE A HERETO
By: /s/ Xxxxxxxx Xxxxx Yu
------------------------------------
Name: Xxxxxxxx Xxxxx Yu
Title: Secretary
Attest: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Secretary
XXX XXXXXX INVESTOR SERVICES INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President & COO
Attest: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: Chief Administrative Officer
10
SCHEDULE A
XXX XXXXXX FUNDS(1)
EQUITY FUNDS
Xxx Xxxxxx Xxxxxxxx Fund
Xxx Xxxxxx Enterprise Fund
Xxx Xxxxxx Equity and Income Fund
Xxx Xxxxxx Equity Trust
Xxx Xxxxxx Aggressive Growth Fund
Xxx Xxxxxx Asset Allocation Conservative Fund
Xxx Xxxxxx Asset Allocation Moderate Fund
Xxx Xxxxxx Asset Allocation Growth Fund
Xxx Xxxxxx Leaders Fund
Xxx Xxxxxx Mid Cap Growth Fund
Xxx Xxxxxx Select Growth Fund
Xxx Xxxxxx Small Cap Growth Fund
Xxx Xxxxxx Small Cap Value Fund
Xxx Xxxxxx Small Company Growth Fund*
Xxx Xxxxxx Utility Fund
Xxx Xxxxxx Value Opportunities Fund
Xxx Xxxxxx Equity Trust II
Xxx Xxxxxx American Franchise Fund
Xxx Xxxxxx Equity Premium Income Fund
Xxx Xxxxxx International Advantage Fund
Xxx Xxxxxx International Growth Fund
Xxx Xxxxxx Technology Fund
Xxx Xxxxxx Exchange Fund(2)
Xxx Xxxxxx Growth and Income Fund
Xxx Xxxxxx Harbor Fund
Xxx Xxxxxx Xxxx Fund
Xxx Xxxxxx Real Estate Securities Fund
Xxx Xxxxxx Series Fund, Inc.(3)
Xxx Xxxxxx American Value Fund
Xxx Xxxxxx Emerging Markets Debt Fund*
Xxx Xxxxxx Emerging Markets Fund
Xxx Xxxxxx Equity Growth Fund
Xxx Xxxxxx Global Equity Allocation Fund
Xxx Xxxxxx Global Value Equity Fund
Xxx Xxxxxx Global Franchise Fund
Xxx Xxxxxx Growth and Income Fund II*
Xxx Xxxxxx Japanese Equity Fund*
Xxx Xxxxxx Strategic Growth Fund
FIXED INCOME FUNDS
Xxx Xxxxxx Tax-Exempt Trust
Xxx Xxxxxx High Yield Municipal Fund
----------
(1) All Xxx Xxxxxx Funds, unless otherwise noted, are Delaware business trusts.
* This Fund has not yet launched.
(2) The Xxx Xxxxxx Exchange Fund is a California limited partnership.
(3) The Xxx Xxxxxx Series Fund, Inc. is a Maryland corporation.
11
Xxx Xxxxxx Tax Free Trust
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
Xxx Xxxxxx Core Plus Fixed Income Fund*
Xxx Xxxxxx Short Term Income Fund*
Xxx Xxxxxx U.S. Government Trust
Xxx Xxxxxx U.S. Mortgage Fund
Xxx Xxxxxx Corporate Bond Fund
Xxx Xxxxxx Government Securities Fund
Xxx Xxxxxx High Yield Fund
Xxx Xxxxxx Limited Duration Fund
Xxx Xxxxxx Pennsylvania Tax Free Income Fund(4)
Xxx Xxxxxx Senior Loan Fund(5)
MONEY MARKET FUNDS
Xxx Xxxxxx Reserve Fund
Xxx Xxxxxx Tax Free Money Fund
LIT FUNDS
Xxx Xxxxxx Life Investment Trust
Aggressive Growth Portfolio
Xxxxxxxx Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Strategic Growth Portfolio
----------
(4) The Xxx Xxxxxx Pennsylvania Tax Free Income Fund is a Pennsylvania business
trust.
(5) The Xxx Xxxxxx Senior Loan Fund is a Massachusetts business trust.
12
SCHEDULE B
PRICING SCHEDULE
(Effective as of July 1, 2006)
XXX XXXXXX FUNDS
BASE RATE PER ACCOUNT* ANNUAL
FUNDS (EXCLUDING OUT-OF-POCKET EXPENSES) CHARGE
----- ---------------------------------- -------
Equity Funds $18.96 N/A
Fixed Income Funds $20.02 N/A
Money Market Funds $22.82 N/A
Xxx Xxxxxx Life Investment Trust
Aggressive Growth Portfolio N/A $15,000
Xxxxxxxx Portfolio N/A $15,000
Enterprise Portfolio N/A $15,000
Government Portfolio N/A $15,000
Growth and Income Portfolio N/A $15,000
Money Market Portfolio N/A $15,000
Strategic Growth Portfolio N/A $15,000
Xxx Xxxxxx Senior Loan Fund $19.75 N/A
* The Base Rate Per Account is applicable to all classes of shares of the
applicable Funds and subject to a $1,250 per month minimum. Classes with a
contingent deferred sales charge have an additional $1.00 per account
surcharge.
13
