1
EXHIBIT (9)(b)
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 XXX XXXXXX AMERICAN
CAPITAL, INC., a Delaware corporation ("Xxx Xxxxxx").
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, Xxx Xxxxxx has the capability of providing certain legal
services to the Funds; and
WHEREAS, each Fund desires to utilize Xxx Xxxxxx in the provision of
such legal services; and
WHEREAS, Xxx Xxxxxx 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 Xxx Xxxxxx. As agent, Xxx Xxxxxx shall provide each of
the Funds the legal services (the "Legal Services") as set forth in Paragraph 2
of this Agreement. Xxx Xxxxxx 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. Xxx Xxxxxx 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. Xxx Xxxxxx
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 Xxx Xxxxxx 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, as well
as overhead and expenses related to office space and necessary equipment. The
Legal Services Expenses will be paid by Xxx Xxxxxx and reimbursed by the Funds.
Xxx Xxxxxx will
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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, Xxx Xxxxxx will receive no other compensation in connection
with Legal Services rendered in accordance with this Agreement, and Xxx Xxxxxx
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 Xxx Xxxxxx provides
Legal Services, including all other Funds for which Xxx Xxxxxx serves as
investment adviser and distributor. Xxx Xxxxxx 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 Xxx Xxxxxx in
connection with the performance of its duties under this Agreement will remain
the property of each respective Fund and will be preserved by Xxx Xxxxxx 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 Xxx Xxxxxx. Xxx Xxxxxx 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 Xxx Xxxxxx, its
agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold Xxx Xxxxxx
harmless from all loss, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Xxx Xxxxxx resulting from (a) any claim, demand,
action or suit in connection with Xxx Xxxxxx'x acceptance of this Agreement; (b)
an action or omission by Xxx Xxxxxx in the performance of its duties hereunder;
(c) Xxx Xxxxxx'x acting upon instructions believed by it to have been executed
by a duly authorized officer of the Fund; or (d) Xxx Xxxxxx'x acting upon
information provided by the Fund in form and under policies agreed to by Xxx
Xxxxxx and the Fund. Xxx Xxxxxx shall not be entitled to such indemnification in
respect of action or omissions constituting negligence or willful misconduct of
Xxx Xxxxxx or its agents or contractors. Prior to admitting any claim against it
which may be subject to this indemnification, Xxx Xxxxxx shall give the Fund
reasonable opportunity to defend against said claim on its own name or in the
name of Xxx Xxxxxx.
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8. Indemnification By Xxx Xxxxxx. Xxx Xxxxxx 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 Xxx Xxxxxx'x failure to comply with the
terms of this Agreement or which arises out of the negligence or willful
misconduct of Xxx Xxxxxx 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 Xxx Xxxxxx 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 Xxx Xxxxxx
(including Xxx Xxxxxx'x 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, 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
Xxx Xxxxxx 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 Xxx
Xxxxxx, any subsidiary or affiliate serves as investment advisor or distributor.
12. Assignment. Any interest of Xxx Xxxxxx 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 Xxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, Attention: President and the address of Xxx Xxxxxx. for this
purpose is Xxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, Attention:
General Counsel.
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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 operation of this
agreement, Xxx Xxxxxx 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/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Vice President & Secretary
XXX XXXXXX AMERICAN CAPITAL, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
--------------------------
Xxxxxx X. XxXxxxxxx
Executive Vice President
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SCHEDULE 1
1. XXX XXXXXX AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Xxx Xxxxxx American Capital U.S. Government Fund
2. XXX XXXXXX AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
Xxx Xxxxxx American Capital Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital Tax Free High Income Fund, Xxx Xxxxxx American Capital
California Insured Tax Free Fund, Xxx Xxxxxx American Capital Municipal
Income Fund, Xxx Xxxxxx American Capital Intermediate Term Municipal
Income Fund, Xxx Xxxxxx American Capital New York Tax Free Income Fund,
Xxx Xxxxxx American Capital New Jersey Tax Free Income Fund, Xxx Xxxxxx
American Capital Florida Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital California Tax Free Income Fund, Xxx Xxxxxx American
Capital Michigan Tax Free Income Fund, Xxx Xxxxxx American Capital
Missouri Tax Free Income Fund and Xxx Xxxxxx American Capital Ohio Tax
Free Income Fund
3. XXX XXXXXX AMERICAN CAPITAL TRUST, on behalf of its series, Xxx Xxxxxx
American Capital High Yield Fund, Xxx Xxxxxx American Capital
Short-Term Global Income Fund and Xxx Xxxxxx American Capital Strategic
Income Fund
4. XXX XXXXXX AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Xxx
Xxxxxx American Capital Utility Fund, Xxx Xxxxxx American Capital Value
Fund, Xxx Xxxxxx American Capital Growth Fund, Xxx Xxxxxx American
Capital Great American Companies Fund, Xxx Xxxxxx American Capital
Prospector Fund and Xxx Xxxxxx American Capital Aggressive Growth Fund
5. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. XXX XXXXXX AMERICAN CAPITAL TAX FREE MONEY FUND
7. XXX XXXXXX AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST
11. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST II
12. XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. XXX XXXXXX AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL TRUST
15. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. XXX XXXXXX AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. XXX XXXXXX AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. XXX XXXXXX AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
19. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
20. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
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21. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. XXX XXXXXX AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. XXX XXXXXX AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. XXX XXXXXX AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. XXX XXXXXX AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. XXX XXXXXX AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. XXX XXXXXX AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. XXX XXXXXX AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. XXX XXXXXX AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
42. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
Institutional Active Core Fund and 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 by reference and XXX XXXXXX AMERICAN CAPITAL,
INC.
W I T N E S S E T H
WHEREAS, Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx Fund, Inc.
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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/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
XXX XXXXXX AMERICAN CAPITAL, INC.
By: Xxxxxx X. XxXxxxxxx
------------------------------
Xxxxxx X. XxXxxxxxx
Executive Vice President
XXXXXX XXXXXXX FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Vice President, Secretary
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SCHEDULE 1
1. XXX XXXXXX AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Xxx Xxxxxx American Capital U.S. Government Fund
2. XXX XXXXXX AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
Xxx Xxxxxx American Capital Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital Tax Free High Income Fund, Xxx Xxxxxx American Capital
California Insured Tax Free Fund, Xxx Xxxxxx American Capital Municipal
Income Fund, Xxx Xxxxxx American Capital Intermediate Term Municipal
Income Fund, Xxx Xxxxxx American Capital New York Tax Free Income Fund,
Xxx Xxxxxx American Capital New Jersey Tax Free Income Fund, Xxx Xxxxxx
American Capital Florida Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital California Tax Free Income Fund, Xxx Xxxxxx American
Capital Michigan Tax Free Income Fund, Xxx Xxxxxx American Capital
Missouri Tax Free Income Fund and Xxx Xxxxxx American Capital Ohio Tax
Free Income Fund
3. XXX XXXXXX AMERICAN CAPITAL TRUST, on behalf of its series, Xxx Xxxxxx
American Capital High Yield Fund, Xxx Xxxxxx American Capital
Short-Term Global Income Fund and Xxx Xxxxxx American Capital Strategic
Income Fund
4. XXX XXXXXX AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Xxx
Xxxxxx American Capital Utility Fund, Xxx Xxxxxx American Capital Value
Fund, Xxx Xxxxxx American Capital Growth Fund, Xxx Xxxxxx American
Capital Great American Companies Fund, Xxx Xxxxxx American Capital
Prospector Fund and Xxx Xxxxxx American Capital Aggressive Growth Fund
5. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. XXX XXXXXX AMERICAN CAPITAL TAX FREE MONEY FUND
7. XXX XXXXXX AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST
11. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST II
12. XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. XXX XXXXXX AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL TRUST
15. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. XXX XXXXXX AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. XXX XXXXXX AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. XXX XXXXXX AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
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19. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
20. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
21. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. XXX XXXXXX AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. XXX XXXXXX AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. XXX XXXXXX AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. XXX XXXXXX AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. XXX XXXXXX AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. XXX XXXXXX AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. XXX XXXXXX AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. XXX XXXXXX AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
43. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
Institutional Active Core Fund and Explorer Institutional Limited
Duration Fund
43. XXXXXX XXXXXXX EMERGING MARKETS DEBT FUND
44. XXXXXX XXXXXXX GLOBAL FIXED INCOME FUND
45. XXXXXX XXXXXXX HIGH YIELD FUND
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46. XXXXXX XXXXXXX WORLDWIDE HIGH INCOME FUND
47. XXXXXX XXXXXXX AMERICAN VALUE FUND
48. XXXXXX XXXXXXX AGGRESSIVE EQUITY FUND
49. XXXXXX XXXXXXX U.S. REAL ESTATE FUND
50. XXXXXX XXXXXXX EQUITY GROWTH FUND
51. XXXXXX XXXXXXX XXXXXX GROWTH FUND
52. XXXXXX XXXXXXX VALUE FUND
53. XXXXXX XXXXXXX GLOBAL EQUITY ALLOCATION FUND
54. XXXXXX XXXXXXX GLOBAL EQUITY FUND
55. XXXXXX XXXXXXX ASIAN GROWTH FUND
56. XXXXXX XXXXXXX EMERGING MARKETS FUND
57. XXXXXX XXXXXXX LATIN AMERICAN FUND
58. XXXXXX XXXXXXX INTERNATIONAL MAGNUM FUND
59. XXXXXX XXXXXXX JAPANESE EQUITY FUND
60. XXXXXX XXXXXXX MONEY MARKET FUND
61. XXXXXX XXXXXXX TAX FREE MONEY MARKET FUND
62. XXXXXX XXXXXXX GOVERNMENT OBLIGATIONS MONEY MARKET FUND
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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 by reference and XXX XXXXXX AMERICAN CAPITAL,
INC.
W I T N E S S E T H
WHEREAS, Xxx Xxxxxx 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 Xxx Xxxxxx American Capital Senior Floating Rate
Fund
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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/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
XXX XXXXXX AMERICAN CAPITAL, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
------------------------------
Xxxxxx X. XxXxxxxxx
Executive Vice President
15
SCHEDULE 1
1. XXX XXXXXX AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Xxx Xxxxxx American Capital U.S. Government Fund
2. XXX XXXXXX AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
Xxx Xxxxxx American Capital Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital Tax Free High Income Fund, Xxx Xxxxxx American Capital
California Insured Tax Free Fund, Xxx Xxxxxx American Capital Municipal
Income Fund, Xxx Xxxxxx American Capital Intermediate Term Municipal
Income Fund, Xxx Xxxxxx American Capital New York Tax Free Income Fund,
Xxx Xxxxxx American Capital Florida Insured Tax Free Income Fund, Xxx
Xxxxxx American Capital California Tax Free Income Fund, Xxx Xxxxxx
American Capital Michigan Tax Free Income Fund, Xxx Xxxxxx American
Capital Missouri Tax Free Income Fund and Xxx Xxxxxx American Capital
Ohio Tax Free Income Fund
3. XXX XXXXXX AMERICAN CAPITAL TRUST, on behalf of its series, Xxx Xxxxxx
American Capital High Yield Fund, Xxx Xxxxxx American Capital
Short-Term Global Income Fund and Xxx Xxxxxx American Capital Strategic
Income Fund
4. XXX XXXXXX AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Xxx
Xxxxxx American Capital Utility Fund, Xxx Xxxxxx American Capital Value
Fund, Xxx Xxxxxx American Capital Growth Fund, Xxx Xxxxxx American
Capital Great American Companies Fund, Xxx Xxxxxx American Capital
Prospector Fund and Xxx Xxxxxx American Capital Aggressive Growth Fund
5. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. XXX XXXXXX AMERICAN CAPITAL TAX FREE MONEY FUND
7. XXX XXXXXX AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST
11. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST II
12. XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. XXX XXXXXX AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
14. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL TRUST
15. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
16. XXX XXXXXX AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
17. XXX XXXXXX AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
18. XXX XXXXXX AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
19. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
16
20. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
21. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
22. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
23. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
24. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
25. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
26. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
27. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
28. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
29. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
30. XXX XXXXXX AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
31. XXX XXXXXX AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
32. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
33. XXX XXXXXX AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
34. XXX XXXXXX AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
35. XXX XXXXXX AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
36. XXX XXXXXX AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
37. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
38. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
39. XXX XXXXXX AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
40. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
41. XXX XXXXXX AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
44. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts, Explorer
Institutional Active Core Fund and Explorer Institutional Limited
Duration Fund
17
43. XXXXXX XXXXXXX FUND INC., on behalf of its series
Xxxxxx Xxxxxxx Emerging Markets Debt Fund
Xxxxxx Xxxxxxx Global Fixed Income Fund
Xxxxxx Xxxxxxx High Yield Fund
Xxxxxx Xxxxxxx Worldwide High Income Fund
Xxxxxx Xxxxxxx American Value Fund
Xxxxxx Xxxxxxx Aggressive Equity Fund
Xxxxxx Xxxxxxx U.S. Real Estate Fund
Xxxxxx Xxxxxxx Equity Growth Fund
Xxxxxx Xxxxxxx Xxxxxx Growth Fund
Xxxxxx Xxxxxxx Value Fund
Xxxxxx Xxxxxxx Global Equity Allocation Fund
Xxxxxx Xxxxxxx Global Equity Fund
Xxxxxx Xxxxxxx Asian Growth Fund
Xxxxxx Xxxxxxx Emerging Markets Fund
Xxxxxx Xxxxxxx Latin American Fund
Xxxxxx Xxxxxxx International Magnum Fund
Xxxxxx Xxxxxxx Japanese Equity Fund
Xxxxxx Xxxxxxx Money Market Fund
Xxxxxx Xxxxxxx Tax-Free Money Market Fund
Xxxxxx Xxxxxxx 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 by reference and XXX XXXXXX AMERICAN
CAPITAL, INC.
W I T N E S S E T H
WHEREAS, Xxx Xxxxxx 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 Xxx Xxxxxx American Capital Senior Income Trust.
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/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
XXX XXXXXX AMERICAN CAPITAL, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
------------------------------
Xxxxxx X. XxXxxxxxx
Executive Vice President
20
SCHEDULE 1
1. XXX XXXXXX AMERICAN CAPITAL U.S. GOVERNMENT TRUST, on behalf of its
series, Xxx Xxxxxx American Capital U.S. Government Fund
2. XXX XXXXXX AMERICAN CAPITAL TAX FREE TRUST, on behalf of its series,
Xxx Xxxxxx American Capital Insured Tax Free Income Fund, Xxx Xxxxxx
American Capital Tax Free High Income Fund, Xxx Xxxxxx American Capital
California Insured Tax Free Fund, Xxx Xxxxxx American Capital Municipal
Income Fund, Xxx Xxxxxx American Capital Intermediate Term Municipal
Income Fund, Xxx Xxxxxx American Capital New York Tax Free Income Fund,
Xxx Xxxxxx American Capital Florida Insured Tax Free Income Fund, Xxx
Xxxxxx American Capital California Tax Free Income Fund, Xxx Xxxxxx
American Capital Michigan Tax Free Income Fund, Xxx Xxxxxx American
Capital Missouri Tax Free Income Fund and Xxx Xxxxxx American Capital
Ohio Tax Free Income Fund
3. XXX XXXXXX AMERICAN CAPITAL TRUST, on behalf of its series, Xxx Xxxxxx
American Capital High Yield Fund, Xxx Xxxxxx American Capital
Short-Term Global Income Fund and Xxx Xxxxxx American Capital Strategic
Income Fund
4. XXX XXXXXX AMERICAN CAPITAL EQUITY TRUST, on behalf of its series, Xxx
Xxxxxx American Capital Utility Fund, Xxx Xxxxxx American Capital Value
Fund, Xxx Xxxxxx American Capital Growth Fund, Xxx Xxxxxx American
Capital Great American Companies Fund, Xxx Xxxxxx American Capital
Prospector Fund and Xxx Xxxxxx American Capital Aggressive Growth Fund
5. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUND
6. XXX XXXXXX AMERICAN CAPITAL TAX FREE MONEY FUND
7. XXX XXXXXX AMERICAN CAPITAL FOREIGN SECURITIES FUND
8. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL INCOME TRUST
9. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST
10. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST
11. XXX XXXXXX AMERICAN CAPITAL HIGH INCOME TRUST II
12. XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
13. XXX XXXXXX AMERICAN CAPITAL SENIOR FLOATING RATE FUND
14. XXX XXXXXX AMERICAN CAPITAL INVESTMENT GRADE MUNICIPAL TRUST
15. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL TRUST
16. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA QUALITY MUNICIPAL TRUST
17. XXX XXXXXX AMERICAN CAPITAL FLORIDA QUALITY MUNICIPAL TRUST
18. XXX XXXXXX AMERICAN CAPITAL NEW YORK QUALITY MUNICIPAL TRUST
19. XXX XXXXXX AMERICAN CAPITAL OHIO QUALITY MUNICIPAL TRUST
20. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA QUALITY MUNICIPAL TRUST
21
21. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INSURED MUNICIPALS
22. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE MUNICIPALS
23. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS
24. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE FLORIDA
MUNICIPALS
25. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
26. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
27. XXX XXXXXX AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS
28. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
29. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST
30. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME
TRUST
31. XXX XXXXXX AMERICAN CAPITAL STRATEGIC SECTOR MUNICIPAL TRUST
32. XXX XXXXXX AMERICAN CAPITAL VALUE MUNICIPAL INCOME TRUST
33. XXX XXXXXX AMERICAN CAPITAL CALIFORNIA VALUE MUNICIPAL INCOME TRUST
34. XXX XXXXXX AMERICAN CAPITAL MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
35. XXX XXXXXX AMERICAN CAPITAL NEW JERSEY VALUE MUNICIPAL INCOME TRUST
36. XXX XXXXXX AMERICAN CAPITAL NEW YORK VALUE MUNICIPAL INCOME TRUST
37. XXX XXXXXX AMERICAN CAPITAL OHIO VALUE MUNICIPAL INCOME TRUST
38. XXX XXXXXX AMERICAN CAPITAL PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
39. XXX XXXXXX AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST II
40. XXX XXXXXX AMERICAN CAPITAL FLORIDA MUNICIPAL OPPORTUNITY TRUST
41. XXX XXXXXX AMERICAN CAPITAL ADVANTAGE MUNICIPAL INCOME TRUST II
42. XXX XXXXXX AMERICAN CAPITAL SELECT SECTOR MUNICIPAL TRUST
43. THE EXPLORER INSTITUTIONAL TRUST, on behalf of its sub-trusts,
Explorer Institutional Active Core Fund and Explorer Institutional
Limited Duration Fund
22
44. XXXXXX XXXXXXX FUND INC., on behalf of its series
Xxxxxx Xxxxxxx Emerging Markets Debt Fund
Xxxxxx Xxxxxxx Global Fixed Income Fund
Xxxxxx Xxxxxxx High Yield Fund
Xxxxxx Xxxxxxx Worldwide High Income Fund
Xxxxxx Xxxxxxx American Value Fund
Xxxxxx Xxxxxxx Aggressive Equity Fund
Xxxxxx Xxxxxxx U.S. Real Estate Fund
Xxxxxx Xxxxxxx Equity Growth Fund
Xxxxxx Xxxxxxx Xxxxxx Growth Fund
Xxxxxx Xxxxxxx Value Fund
Xxxxxx Xxxxxxx Global Equity Allocation Fund
Xxxxxx Xxxxxxx Global Equity Fund
Xxxxxx Xxxxxxx Asian Growth Fund
Xxxxxx Xxxxxxx Emerging Markets Fund
Xxxxxx Xxxxxxx Latin American Fund
Xxxxxx Xxxxxxx International Magnum Fund
Xxxxxx Xxxxxxx Japanese Equity Fund
Xxxxxx Xxxxxxx Money Market Fund
Xxxxxx Xxxxxxx Tax-Free Money Market Fund
Xxxxxx Xxxxxxx Government Obligations Money Market Fund.
