Exhibit (e)(3)
AMENDED AND RESTATED DISTRIBUTION AND SERVICE AGREEMENT
THIS AMENDED AND RESTATED DISTRIBUTION AND SERVICE AGREEMENT dated as
of March 1, 2007 (the "Agreement") by and between each of the XXX XXXXXX
OPEN-END FUNDS set forth on Schedule A hereto, which may be amended from time to
time (each, a "Fund" and collectively, the "Funds"), and XXX XXXXXX FUNDS INC.,
a Delaware corporation (the "Distributor").
1. Appointment of Distributor. Each Fund appoints the Distributor as a
principal underwriter and exclusive distributor of each class of its shares of
beneficial interest or shares of common stock, as the case may be (collectively,
the "Shares") offered for sale from time to time pursuant to the then current
prospectus and/or statement of additional information (collectively, the
"Prospectus") of the Fund subject to different combinations of front-end sales
charges, distribution fees, service fees and contingent deferred sales charges.
Classes of shares, if any, subject to a front-end sales charge and a
distribution and/or service fee are referred to herein as "FESC Classes" and the
Shares of such classes are referred to herein as "FESC Shares." Classes of
shares, if any, subject to a contingent-deferred sales charge and a distribution
and/or a service fee are referred to herein as "CDSC Classes" and Shares of such
classes are referred to herein as "CDSC Shares." Classes of shares, if any,
subject to a front-end sales charge, a contingent-deferred sales charge and a
distribution and/or service fee are referred to herein as "Combination Classes"
and Shares of such class are referred to herein as "Combination Shares." Each
Fund reserves the right to refuse at any time or times to sell Shares hereunder
for any reason deemed adequate by the Board of Trustees or Board of Directors,
as the case may be (collectively, the "Board of Trustees" or "Trustees") of the
Fund.
The Distributor will use its best efforts to sell, through its
organization and through other dealers and agents, the Shares which the
Distributor has the right to purchase under Section 3 hereof, but the
Distributor does not undertake to sell any specific number of Shares. Without
the prior approval of the Board of Trustees), the Distributor shall not,
directly or indirectly, distribute, sell or market, through its organization or
other brokers, dealers or agents, shares of any investment companies unless the
Board of Trustees of a Fund determines that such companies do not compete, or
potentially compete, with the Fund.
The Distributor agrees that it will not take any long or short
positions in the Shares, except for long positions in those Shares purchased by
the Distributor in accordance with any systematic sales plan described in the
Prospectus of the Fund and except as permitted by Section 3 hereof, and that so
far as it can control the situation, it will prevent any of its directors,
trustees, officers or shareholders from taking any long or short positions in
the Shares, except for legitimate investment purposes.
2. Essential Personnel. The Distributor and each Fund agree that the
retention of (i) the chief executive officer, president, treasurer and secretary
of the Distributor, and (ii) each director, trustee, officer and employee of the
Distributor or any of its affiliates (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) who serves as an executive officer of the
Fund (each person referred to in (i) or (ii) hereinafter being referred to as an
"Essential Person"), in his or her current capacities, is in the best interest
of the Fund and the Fund's shareholders. In connection with the Distributor's
acceptance of employment hereunder, the Distributor hereby agrees and covenants
for itself and on behalf of its affiliates that neither the Distributor nor any
of its affiliates shall replace or seek to replace any Essential Person or cause
to be replaced any Essential Person, in each case without first consulting with
the Board of Trustees of the Fund in a timely manner. In addition, neither the
Distributor nor any affiliate of the Distributor shall change or seek to change
or cause to be changed, in any material respect, the duties and responsibilities
of any Essential Person, in each case without first consulting with the Board of
Trustees of the Fund in a timely manner.
3. Sale of Shares to Distributor. Each Fund hereby grants to the
Distributor the exclusive right, except as herein otherwise provided, to
purchase Shares directly from the Fund upon the terms herein set forth. Such
exclusive right hereby granted shall not apply to Shares issued or transferred
or sold at net asset value: (a) in connection with the merger or consolidation
of the Fund with any other investment
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company or the acquisition by the Fund of all or substantially all of the assets
of or the outstanding Shares of any investment company; (b) in connection with a
pro rata distribution directly to the holders of Fund Shares in the nature of a
stock dividend or stock split or in connection with any other recapitalization
approved by the Board of Trustees; (c) upon the exercise of purchase or
subscription rights granted to the holders of Shares on a pro rata basis; (d) in
connection with the automatic reinvestment of dividends and distributions from
the Fund; or (e) in connection with the issue and sale of Shares to Trustees,
officers and employees of the Fund; to directors, trustees, officers and
employees of the investment adviser of the Fund or any principal underwriter
(including the Distributor) of the Fund; to retirees of the Distributor that
purchased shares of any mutual fund distributed by the Distributor prior to
retirement; to directors, trustees, officers and employees of Xxx Xxxxxx
Investments Inc. (the parent of the Distributor) and to the subsidiaries of Xxx
Xxxxxx Investments Inc.; and to any trust, pension, profit-sharing or other
benefit plan for any of the aforesaid persons or any other class of investors or
transactions as permitted by Rule 22d-1 under the 1940 Act and discussed in a
Fund's registration statement and Prospectus.
The Distributor shall have the right to buy from each Fund the Shares
needed, but not more than the Shares needed (except for reasonable allowances
for clerical errors, delays and errors of transmission and cancellation of
orders) to fill unconditional orders for Shares received by the Distributor from
dealers, agents and investors during each period when particular net asset
values and public offering prices are in effect as provided in Section 4 hereof;
and the price which the Distributor shall pay for the Shares so purchased shall
be the respective net asset value used in determining the public offering price
on which such orders were based. The Distributor shall notify the Fund at the
end of each such period, or as soon thereafter on that business day as the
orders received in such period have been compiled, of the number of Shares of
each class that the Distributor elects to purchase hereunder.
4. Public Offering Price. The public offering price per Share shall be
determined in accordance with the Prospectus of each Fund. In no event shall the
public offering price exceed the net asset value per Share, plus, with respect
to the FESC Shares, a front-end sales charge not in excess of the applicable
maximum sales charge permitted under the Conduct Rules of the National
Association of Securities Dealers, Inc., as in effect from time to time. The net
asset value per share for each class of Shares, respectively, shall be
determined in the manner provided in the Declaration of Trust, Certificate of
Designation or Articles of Incorporation, as applicable, and By-Laws of each
Fund as then amended, and in accordance with the Prospectus of each Fund
consistent with the terms and conditions of the Fund's Multi-Class Plan, as it
may be amended from time to time or succeeded by exemptive orders or rules
promulgated by the Securities and Exchange Commission under the 1940 Act. Each
Fund will cause immediate notice to be given to the Distributor of each change
in net asset value as soon as it is determined. Discounts to dealers purchasing
FESC Shares from the Distributor for resale and to brokers and other eligible
agents making sales of FESC Shares to investors and compensation payable from
the Distributor to dealers, brokers and other eligible agents making sales of
CDSC Shares and Combination Shares shall be set forth in the selling agreements
between the Distributor and such dealers or agents, respectively, as from time
to time amended, and, if such discounts and compensation are described in the
Prospectus for a Fund, shall be as so set forth.
5. Compliance with NASD Rules, SEC Orders, etc. In selling Fund Shares,
the Distributor will in all respects duly comply with all state and federal laws
relating to the sale of such securities and with all applicable rules and
regulations of all regulatory bodies, including without limitation the Conduct
Rules of the National Association of Securities Dealers, Inc., and all
applicable rules and regulations of the Securities and Exchange Commission under
the 1940 Act, and will indemnify and save the Funds harmless from any damage or
expense on account of any unlawful act by the Distributor or its agents or
employees. The Distributor is not, however, to be responsible for the acts of
other dealers or agents, except to the extent that they shall be acting for the
Distributor or under its direction or authority. None of the Distributor, any
dealer, any agent or any other person is authorized by the Funds to give any
information or to make any representations, other than those contained in the
Registration Statement or Prospectus heretofore or hereafter filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act") (as any such Registration Statement and Prospectus may have
been or may be amended from time to time), covering the Shares, and in any
supplemental information to any such Prospectus approved by a Fund in connection
with the offer or sale of Shares. None of the Distributor, any dealer, any
broker or any other person is authorized to act as agent for the
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Funds in connection with the offering or sale of Shares to the public or
otherwise. All such sales shall be made by the Distributor as principal for its
own account.
6. Expenses.
(a) Each Fund will pay or cause to be paid:
(i) all expenses in connection with the
registration of Shares under the federal securities
laws and qualifying and maintaining qualification of
Shares for sale under the securities laws of the
various states, and the Fund will exercise its best
efforts to obtain said registration and
qualification;
(ii) all expenses in connection with the printing
of any notices of shareholders' meetings, proxy and
proxy statements and enclosures therewith, as well as
any other notice or communication sent to
shareholders in connection with any meeting of the
shareholders or otherwise, any annual, semiannual or
other reports or communications sent to the
shareholders, and the expenses of sending
prospectuses relating to the Shares to existing
shareholders;
(iii) all expenses of any federal or state
original-issue tax or transfer tax payable upon the
issuance, transfer or delivery of Shares from the
Fund to the Distributor; and
(iv) the cost of preparing and issuing any Share
certificates which may be issued to represent Shares.
(b) The Distributor will also permit its officers and
employees to serve without compensation as Trustees and officers of the Fund if
duly elected to such positions.
(c) Each Fund shall reimburse the Distributor for
out-of-pocket costs and expenses actually incurred by it in connection with
distribution of each class of Shares respectively in accordance with the terms
of a plan (the "12b-1 Plan") adopted by the Fund pursuant to Rule 12b-1 under
the 1940 Act as such 12b-1 Plan may be in effect from time to time; provided,
however, that no payments shall be due or paid to the Distributor hereunder with
respect to a class of Shares unless and until this Agreement shall have been
approved for each such class by a majority of the Board of Trustees of the Fund
and by a majority of the "Disinterested Trustees" (as such term is defined in
such 12b-1 Plan) by vote cast in person at a meeting called for the purpose of
voting on this Agreement. Each Fund reserves the right to terminate such 12b-1
Plan with respect to a class of Shares at any time, as specified in the Plan.
The persons authorized to direct the payment of funds pursuant to this Agreement
and the 12b-1 Plan shall provide to each Fund's Board of Trustees, and the
Trustees shall review, at least quarterly, a written report with respect to each
of the classes of Shares of the amounts so paid and the purposes for which such
expenditures were made for each such class of Shares.
(d) Each Fund shall compensate the Distributor for providing
services to, and the maintenance of, shareholder accounts in the Fund (including
prepaying service fees to eligible brokers, dealers and financial intermediaries
and expenses incurred in connection therewith) and the Distributor may pay as
agent for and on behalf of the Fund a service fee with respect to each class of
Shares to brokers, dealers and financial intermediaries for the provision of
shareholder services and the maintenance of shareholder accounts in the Fund in
the amount with respect to each class of Shares set forth from time to time in
the Fund's Prospectus. Each Fund shall compensate the Distributor for such
expenses in accordance with the terms of a service plan (the "Service Plan"), as
such Service Plan may be in effect from time to time; provided, however, that no
service fee payments shall be due or paid to the Distributor hereunder with
respect to a class of Shares unless and until this Agreement shall have been
approved for each such class by a majority of the Board of Trustees of the Fund
and by a majority of the Disinterested Trustees by vote cast in person at a
meeting called for the purpose of voting on this Agreement. Each Fund reserves
the right to terminate such Service Plan with respect to a class of Shares at
any time, as specified in the Plan. The persons authorized to direct the payment
of funds
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pursuant to this Agreement and the Service Plan shall provide to each Fund's
Board of Trustees, and the Trustees shall review, at least quarterly, a written
report with respect to each of the classes of Shares of the amounts paid as
service fees for each such class of Shares.
7. Redemption of Shares. In connection with a Fund's redemption of its
Shares, each Fund hereby authorizes the Distributor to repurchase, upon the
terms and conditions hereinafter set forth, as the Fund's agent and for the
Fund's account, such Shares as may be offered for sale to the Fund from time to
time by holders of such Shares or their agents.
(a) Subject to and in conformity with all applicable federal
and state legislation, any applicable rules of the National Association of
Securities Dealers, Inc., and any applicable rules and regulations of the
Securities and Exchange Commission under the 1940 Act, the Distributor may
accept offers of holders of Shares to resell such Shares to a Fund on such terms
and conditions and at such prices as described and provided for in the
Prospectus of the Fund.
(b) The Distributor agrees to notify each Fund at such times
as the Fund may specify of the number of each class of Shares, respectively,
repurchased for the Fund's account and the time or times of such repurchases,
and the Fund shall notify the Distributor of the prices and, in the case of a
class of CDSC Shares or Combination Shares, of the deferred sales charge as
described below, if any, applicable to repurchases of Shares of such class.
(c) Each Fund shall have the right to suspend or revoke the
foregoing authorization at any time; unless otherwise stated, any such
suspension or revocation shall be effective forthwith upon receipt of notice
thereof by telegraph or by written instrument from any of the Fund's officers.
In the event that the Distributor's authorization is, by the terms of such
notice, suspended for more than twenty-four hours or until further notice, the
authorization given by this Section 7 shall not be revived except by vote of the
Board of Trustees of the Fund.
(d) The Distributor agrees that all repurchases of Shares made
by the Distributor shall be made only as agent for a Fund's account and pursuant
to the terms and conditions herein set forth.
(e) Each Fund agrees to authorize and direct its Custodian to
pay, for the Fund's account, the repurchase price (together with any applicable
contingent deferred sales charge) of any Shares so repurchased for the Fund
against the authorized transfer of book shares from an open account and against
delivery of any other documentation required by the Board of Trustees of the
Fund or, in the case of certificated Shares, against delivery of the
certificates representing such Shares in proper form for transfer to the Fund.
(f) The Distributor shall receive no commissions or other
compensation in respect of any repurchases of FESC Shares for a Fund under the
foregoing authorization and appointment as agent. With respect to any repurchase
of CDSC Shares or Combination Shares, the Distributor shall receive the deferred
sales charge, if any, applicable to the respective class of Shares that have
been held for less than a specified period of time with respect to such class as
set forth from time to time in the Fund's Prospectus. The Distributor shall
receive no other commission or other compensation in respect of any repurchases
of CDSC Shares or Combination Shares for the Fund under the foregoing
authorization and appointment as agent.
(g) If any FESC Shares sold to the Distributor under the terms
of this Agreement are redeemed or repurchased by a Fund or by the Distributor as
agent or are tendered for redemption within seven business days after the date
of the Distributor's confirmation of the original purchase by the Distributor,
the Distributor shall forfeit the amount above the net asset value received by
it in respect of such Shares, provided that the portion, if any, of such amount
re-allowed by the Distributor to dealers or agents shall be repayable to the
Fund only to the extent recovered by the Distributor from the dealer or agent
concerned. The Distributor shall include in agreements with such dealers and
agents a corresponding provision for the forfeiture by them of their concession
with respect to FESC Shares purchased by them or their principals and redeemed
or repurchased by the Fund or by the Distributor as agent within seven business
days after the date of the Distributor's confirmation of such initial purchases.
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8. Indemnification. The Funds agree to indemnify and hold harmless the
Distributor and each of its directors, trustees and officers and each person, if
any, who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damage, or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any person acquiring any Shares, based upon the
ground that the registration statement, Prospectus, shareholder reports or other
information filed or made public by a Fund (as from time to time amended)
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading under
the 1933 Act or any other statute or the common law. However, the Funds do not
agree to indemnify the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with,
information furnished to a Fund by or on behalf of the Distributor. In no case
(i) is the indemnity of a Fund in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against any
liability to a Fund or its securityholders to which the Distributor or such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is a Fund
to be liable under its indemnity agreement contained in this Section with
respect to any claim made against the Distributor or any person indemnified
unless the Distributor or any such person shall have notified that Fund in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Distributor or any such person (or after the Distributor or
the person shall have received notice of service on any designated agent).
However, failure to notify a Fund of any claim shall not relieve that Fund from
any liability which it may have to the Distributor or any person against whom
such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. Each Fund shall be entitled to participate at its
own expense in the defense, or, if it so elects, to assume the defense, of any
suit brought to enforce any claims, but if the Fund elects to assume the
defense, the defense shall be conducted by counsel chosen by it and satisfactory
to the Distributor or person or persons, defendant or defendants in the suit. In
the event a Fund elects to assume the defense of any suit and retain counsel,
the Distributor, directors, trustees or officers or controlling person or
persons, defendant or defendants in the suit, shall bear the fees and expenses
of any additional counsel retained by them. If a Fund does not elect to assume
the defense of any suit, it will reimburse the Distributor, directors, trustees
or officers or controlling person or persons, defendant or defendants in the
suit for the reasonable fees and expenses of any counsel retained by them. Each
Fund agrees to notify the Distributor promptly of the commencement of any
litigation or proceedings against it or any of its Trustees or officers in
connection with the issuance or sale of any of the Shares.
The Distributor also covenants and agrees that it will indemnify and
hold harmless the Funds and each of its Trustees and officers and each person,
if any, who controls each Fund within the meaning of Section 15 of the 1933 Act
against any loss, liability, damage, claim or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, damage, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of the Distributor or any of
its employees or alleging that the registration statement, Prospectus,
shareholder reports or other information filed or made public by a Fund (as from
time to time amended) included an untrue statement of a material fact or omitted
to state a material fact required to be stated or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, insofar as the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Fund by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor of a
Fund or any person indemnified to be deemed to protect the Fund or any such
person against any liability to which the Fund or such person would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligation and duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against a Fund or any person indemnified unless the Fund or
person, as the case may be, shall have notified the Distributor in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Fund or person (or after the Fund or such person shall have
received notice of service on any designated agent).
5
However, failure to notify the Distributor of any claim shall not relieve the
Distributor from any liability which it may have to the Fund or any person
against whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense, of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its Trustees and officers and to any controlling person or persons, defendant
or defendants in the suit. In the event that the Distributor elects to assume
the defense of any suit and retain counsel, the Fund or controlling persons,
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any suit, it will reimburse the Fund, Trustees and officers or
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Distributor
agrees to notify the Fund promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of the
Shares.
9. Continuation, Amendment or Termination of This Agreement. This
Agreement shall become effective on the Effective Date and thereafter shall
continue in full force and effect year to year with respect to each class of
Shares of each Fund so long as such continuance is approved at least annually
(i) by the Board of Trustees of such Fund or, by a vote of a majority of the
outstanding voting securities of the respective class of Shares of that Fund,
and (ii) by vote of a majority of the Trustees of such Fund who are not parties
to this Agreement or interested persons in any such party (the "Independent
Trustee") cast in person at a meeting called for the purpose of voting on such
approval, provided, however, that (a) this Agreement may at any time be
terminated with respect to a class of Shares of any Fund without the payment of
any penalty either by vote of a majority of the Independent Trustees of the
applicable Fund, or by vote of a majority of the outstanding voting securities
of the respective class of Shares of the Fund, on written notice to the
Distributor; (b) this Agreement shall immediately terminate in the event of its
assignment; and (c) this Agreement may be terminated, with respect to a Fund, by
the Distributor on ninety (90) days' written notice to the applicable Fund. Upon
termination of this Agreement with respect to a class of Shares of a Fund, the
obligations of the parties hereunder shall cease and terminate with respect to
such class of Shares of the Fund as of the date of such termination, except for
any obligation to respond for a breach of this Agreement committed prior to such
termination.
This Agreement may be amended with respect to any class of Shares of
any Fund at any time by mutual consent of the parties, provided that such
consent on the part of a Fund shall have been approved (i) by the Board of
Trustees of the applicable Fund, or by a vote of the majority of the outstanding
voting securities of the respective class of Shares of that Fund, and (ii) by
vote of a majority of the Independent Trustees of the applicable Fund cast in
person at a meeting called for the purpose of voting on such amendment.
Additionally, any Fund may be added to this Agreement with the consent of both
parties.
For the purpose of this section, the terms "vote of a majority of the
outstanding voting securities", "interested persons" and "assignment" shall have
the meanings defined in the 1940 Act, as amended.
10. Limited Liability of Shareholder. Notwithstanding anything to the
contrary contained in this Agreement, you acknowledge and agree that, with
respect to the Funds organized as a Trust, as provided by the applicable
Agreement and Declaration of Trust of the Trust, this Agreement is executed by
the Trustees of the Trust and/or officers of the Funds by them not individually
but as such Trustees and/or officers, and the obligations of the Funds hereunder
are not binding upon any of the Trustees, officers or shareholders individually,
but bind only the trust estate.
11. Notice. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party or at such other address as such party shall have designated in
writing.
12. Name. In connection with its employment hereunder, the Distributor
hereby agrees and covenants not to change its name without the prior consent of
the Board of Trustees.
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13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE
LAW OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF
LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
EACH OF THE XXX XXXXXX OPEN-END
FUNDS LISTED ON SCHEDULE A HERETO
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title:President and Principal Executive
Officer
XXX XXXXXX FUNDS INC.
By: /s/ Xxxxxx X. Xxxx, III
------------------------------------------
Name: Xxxxxx X. Xxxx, III
Title: Managing Director and Chief
Operating Officer
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SCHEDULE A
XXX XXXXXX OPEN-END FUNDS(1)
XXX XXXXXX XXXXXXXX FUND
XXX XXXXXX CORPORATE BOND 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 DISCIPLINED SMALL CAP VALUE 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 GOVERNMENT SECURITIES FUND
XXX XXXXXX GROWTH AND INCOME FUND
XXX XXXXXX HARBOR FUND
XXX XXXXXX HIGH YIELD FUND
XXX XXXXXX LIFE INVESTMENT TRUST
-------------------------------
AGGRESSIVE GROWTH PORTFOLIO
XXXXXXXX PORTFOLIO
STRATEGIC GROWTH PORTFOLIO
ENTERPRISE PORTFOLIO
GOVERNMENT PORTFOLIO
GROWTH AND INCOME PORTFOLIO
MONEY MARKET PORTFOLIO
XXX XXXXXX LIMITED DURATION FUND (f/k/a XXX XXXXXX LIMITED MATURITY
GOVERNMENT FUND)
---------------
(1) All Xxx Xxxxxx Open-End Funds, unless otherwise noted, are Delaware
business trusts.
0
XXX XXXXXX XXXX XXXX
XXX XXXXXX XXXXXXXXXXXX TAX FREE INCOME FUND(2)
XXX XXXXXX REAL ESTATE SECURITIES FUND
XXX XXXXXX RESERVE FUND
XXX XXXXXX SERIES FUND, INC.(3)
---------------------------
XXX XXXXXX AMERICAN VALUE 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 EMERGING MARKETS DEBT FUND(*)
XXX XXXXXX JAPANESE EQUITY FUND(*)
XXX XXXXXX STRATEGIC GROWTH FUND
XXX XXXXXX TAX FREE MONEY FUND
XXX XXXXXX TAX-EXEMPT TRUST
---------------------------
XXX XXXXXX HIGH YIELD MUNICIPAL FUND
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 (f/k/a Tax Free High Income Fund)
XXX XXXXXX TRUST
----------------
XXX XXXXXX CORE PLUS FIXED INCOME FUND
XXX XXXXXX MANAGED SHORT TERM INCOME FUND(*)
XXX XXXXXX U.S. GOVERNMENT TRUST
--------------------------------
XXX XXXXXX U.S. MORTGAGE FUND
------------------
(2) The Xxx Xxxxxx Pennsylvania Tax Free Income Fund is a Pennsylvania
business trust.
(3) The Xxx Xxxxxx Series Fund, Inc. is a Maryland corporation.
(*) This Fund has not yet launched.
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