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EXHIBIT 15(c)
XXX XXXXXX AMERICAN CAPITAL DISTRIBUTORS, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of the 7th day of April,
1995, by and between Xxx Xxxxxx American Capital Distributors, Inc. (formerly
Xxx Xxxxxx American Capital, Inc.) (the "Company") and the undersigned (the
"Intermediary").
WHEREAS, the Company is the principal underwriter of the
open-end investment companies listed on Schedule 1 to this Agreement
(hereinafter individually the "Fund" or collectively the "Funds"); and
WHEREAS, each respective Fund has adopted a Distribution Plan
(the "Distribution Plan") pursuant to Rule 12b-1 (the "Rule") under the
Investment Company Act of 1940, as amended (the "1940 Act"), and a Service Plan
(the "Service Plan") relating to such Fund, the Distribution Plans being
described in the Fund's Prospectus and Statement of Additional Information; and
WHEREAS, each respective Fund's Distribution Plans authorize
the Company to enter into distribution services agreements such as this
Agreement with certain financial intermediaries selected by the Company, and
the Intermediary has been so selected; and
WHEREAS, each respective Fund's Distribution Plans authorize
the Company to make payments at a rate specified in an agreement such as this
Agreement varying directly with the aggregate average daily net asset value of
shares of each respective Fund sold by such financial intermediary on or after
the effective date of this Agreement, as determined pursuant to Section 4
hereof, and held at the close of each day in accounts of clients or customers
of particular intermediary, such amount being referred to herein as the
"Holding Level"; for purposes of calculating the Holding Level, shares of such
Fund which are redeemed or otherwise disposed of from any account existing
prior to such effective date shall be deemed to have been shares sold prior to
such effective date to the extent of the number of shares held in such account
immediately after the close of business on the day prior to such effective
date; and
WHEREAS, this Agreement is a "related agreement" to the
Distribution Plan as that term is used in the Rule and is subject to all of the
provisions of the Rule as to such agreements;
NOW, THEREFORE, the Company and the Intermediary agree as
follows:
1. Subject to continuing compliance with its obligations
pursuant to Section 2 hereof, the Intermediary shall be entitled to
distribution fee and service fee payments, if any, to be paid by the Company
with respect to each class of the Fund's shares at the annual percentage rate
of the Holding Level set forth from time to time in the then current Prospect
of the Fund on a quarterly basis (prorated for any portion of such period
during which this Agreement is in effect for less than the full amount of such
period); it is understood and agreed that the Company may make final and
binding determinations as to whether such continuing compliance and as to
whether or not any Fund shares are to be considered in determining the Holding
Level of any particular financial intermediary and what Fund shares, if any,
are to be attributed to such purpose to a particular financial intermediary, to
a different financial intermediary or to no financial intermediary.
2. The distribution fee payments with respect to a class of
the Fund's shares to be made in accordance with Section 1 hereof, if any, shall
be paid to the Broker-Dealer as compensation for selling shares of the
respective class.
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3. In consideration for the service fee payments to be made
in accordance with Section 1 hereof, the Intermediary shall provide to its
clients or customers who hold shares of each respective Fund with respect to
which payments to the Intermediary may be made under such Fund's Distribution
Plan such services and other assistance as may from time to time be reasonably
requested by the Company, including but not limited to answering inquiries
regarding the Fund, providing information programs regarding the Fund,
assisting in selected dividend payment options, account designations and
addresses and maintaining the investment of such customer or client in the
Fund.
4. The Company shall have the right at any time and from time
to time without notice to the Broker-Dealer to amend its Prospectus with
respect to the amount of the service free and the amount of the distribution
fee to be paid pursuant hereto. Such amendments shall be effective as of the
date of the amended Prospectus.
5. This Agreement shall go into effect on the later of the
date set forth above or the date on which it is approved by a vote of each
Fund's Board of Directors (or Trustees, as the case may be) and of those
Directors/Trustees (the "Qualified Directors/Trustees") who are not interested
persons (as defined in the 0000 Xxx) of the Fund and have no direct or indirect
financial interest in the operations of the Distribution Plan or any agreement
related to the Distribution Plan cast in person at a meeting called for the
purpose of voting on this Agreement and shall continue in effect (unless
terminated) until the June 30th next succeeding such effective date and will
continue thereafter only if such continuance is specifically approved at least
annually in the manner heretofore specified for initial approval. This
agreement will terminate automatically in the event of its assignment (as that
term is used in the Rule) or if the Distribution Plan is terminated. This
Agreement may also be terminated at any time, without the payment of any
penalty, on sixty (60) days written notice to the Intermediary, by vote of a
majority of the Qualified Directors/Trustees or by vote of a majority (as that
term is used in the Rule) of the outstanding voting securities of the Fund.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
XXX XXXXXX AMERICAN CAPITAL
DISTRIBUTORS, INC.
By:
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Intermediary Senior Vice President
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Address
By:
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Title
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SCHEDULE 1
1. For Class A Shares, Class B Shares and Class C Shares:
Xxx Xxxxxx American Capital U.S. Government Fund
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 Florida Insured Tax Free Income Fund
Xxx Xxxxxx American Capital New Jersey Tax Free Income Fund
Xxx Xxxxxx American Capital New York 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
Xxx Xxxxxx American Capital Ohio Tax Free Income Fund
Xxx Xxxxxx American Capital High Yield Fund
Xxx Xxxxxx American Capital Short-Term Global Income Fund
Xxx Xxxxxx American Capital Strategic Income Fund
Xxx Xxxxxx American Capital Utility Fund
Xxx Xxxxxx American Capital Pennsylvania Tax Free Income Fund
Xxx Xxxxxx American Capital Balanced Fund
Xxx Xxxxxx American Capital Growth Fund
Xxx Xxxxxx American Capital Value Fund
Xxx Xxxxxx American Capital Great American Companies Fund
Xxx Xxxxxx American Capital Prospector Fund
Xxx Xxxxxx American Capital Aggressive Growth Fund
Xxx Xxxxxx American Capital Foreign Securities Fund
Xxx Xxxxxx American Capital Xxxxxxxx Fund
Xxx Xxxxxx American Capital Corporate Bond Fund
Xxx Xxxxxx American Capital Emerging Growth Fund
Xxx Xxxxxx American Capital Enterprise Fund
Xxx Xxxxxx American Capital Equity Income Fund
Xxx Xxxxxx American Capital Global Managed Assets Fund
Xxx Xxxxxx American Capital Government Securities Fund
Xxx Xxxxxx American Capital Government Target Fund
Xxx Xxxxxx American Capital Growth and Income Fund
Xxx Xxxxxx American Capital Harbor Fund
Xxx Xxxxxx American Capital High Income Corporate Bond Fund
Xxx Xxxxxx American Capital Life Investment Trust
Xxx Xxxxxx American Capital Asset Allocation Portfolio
Xxx Xxxxxx American Capital Domestic Income Portfolio
Xxx Xxxxxx American Capital Emerging Growth Portfolio
Xxx Xxxxxx American Capital Enterprise Portfolio
Xxx Xxxxxx American Capital Global Equity Portfolio
Xxx Xxxxxx American Capital Government Portfolio
Xxx Xxxxxx American Capital Growth and Income Portfolio
Xxx Xxxxxx American Capital Money Market Portfolio
Xxx Xxxxxx American Capital Real Estate Securities Portfolio
Xxx Xxxxxx American Capital Limited Maturity Government Fund
Xxx Xxxxxx American Capital Pace Fund
Xxx Xxxxxx American Capital Real Estate Securities Fund
Xxx Xxxxxx American Capital Reserve Fund
Xxx Xxxxxx American Capital Small Capitalization Fund
Xxx Xxxxxx American Capital High Yield Municipal Fund
Xxx Xxxxxx American Capital Texas Tax Free Income Fund
Xxx Xxxxxx American Capital U.S. Government Trust for Income
Xxx Xxxxxx American Capital Global Equity Fund
Xxx Xxxxxx American Capital Global Government Securities Fund
2. For Class A Shares Only:
Xxx Xxxxxx American Capital Tax Free Money Fund
