As of January 1, 1996
ACCOUNTING & LEGAL SERVICES AGREEMENT
Xxxx Xxxxxxx Advisers, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sir:
The Xxxx Xxxxxxx Funds listed on Schedule A (the "Funds") have selected Xxxx
Xxxxxxx Advisers, Inc. (the "Administrator") to provide certain accounting and
legal services for the Funds, as more fully set forth below, and you are willing
to provide such services under the terms and conditions hereinafter set forth.
Accordingly, the Funds agree with you as follows:
1. Services. Subject to the general supervision of the Board of
Trustees/Directors of the Funds, you will provide certain tax, accounting
and legal services (the "Services") to the Funds. You will, to the extent
such services are not required to be performed by you pursuant to an
investment advisory agreement, provide:
(A) such tax, accounting, recordkeeping and financial management
services and functions as are reasonably necessary for the operation of
each Fund. Such services shall include, but shall not be limited to,
supervision, review and/or preparation and maintenance of the following
books, records and other documents: (1) journals containing daily
itemized records of all purchases and sales, and receipts and
deliveries of securities and all receipts and disbursements of cash and
all other debits and credits, in the form required by Rule 31a-1(b) (1)
under the Act; (2) general and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts, in the form
required by Rules 31a-1(b) (2) (i)-(iii) under the Act; (3) a
securities record or ledger reflecting separately for each portfolio
security as of trade date all "long" and "short" positions carried by
each Fund for the account of the Funds, if any, and showing the
location of all securities long and the off-setting position to all
securities short, in the form required by Rule 31a-1(b) (3) under the
Act; (4) a record of all portfolio purchases or sales, in the form
required by Rule 31a-1(b) (6) under the Act; (5) a record of all puts,
calls, spreads, straddles and all other options, if any, in which any
Fund has any direct or indirect interest or which the Funds have
granted or guaranteed, in the form required by Rule 31a-1(b) (7) under
the Act; (6) a record of the proof of money balances in all ledger
accounts maintained pursuant to this Agreement, in the form required by
Rule 31a-1(b) (8) under the Act; (7) price make-up sheets and such
records as are necessary to reflect the determination of each Funds'
net asset value; and (8) arrange for, or participate in (a) the
preparation for the Fund of all required tax returns, (b) the
preparation and submission of reports to existing shareholders and (c)
the preparation of financial data or reports required by the Securities
and Exchange Commission and other regulatory authorities;
(B) certain legal services as are reasonably necessary for the
operation of each Funds. Such services shall include, but shall not be
limited to; (1) maintenance of each Fund's registration statement and
federal and state registrations; (2) preparation of certain notices and
proxy materials furnished to shareholders of the Funds; (3) preparation
of periodic reports of each Fund to regulatory authorities, including
Form N-SAR and Rule 24f-2 legal opinions; (4) preparation of materials
in connection with meetings of the Board of Trustees/Directors of the
Funds; (5) preparation of written contracts, distribution plans,
compliance procedures, corporate and trust documents and other legal
documents; (6) research advice and consultation about certain legal,
regulatory and compliance issues, (7) supervision, coordination and
evaluation of certain services provided by outside counsel.
(C) provide the Funds with staff and personnel to perform such
accounting, bookkeeping and legal services as are reasonably necessary
to effectively service the Fund. Without limiting the generality of the
foregoing, such staff and personnel shall be deemed to include officers
of the Administrator, and persons employed or otherwise retained by the
Administrator to provide or assist in providing of the services to the
Fund.
(D) maintain all books and records relating to the foregoing services; and
(E) provide the Funds with all office facilities to perform tax,
accounting and legal services under this Agreement.
2. Compensation of the Administrator The Funds shall reimburse the
Administrator for: (1) a portion of the compensation, including all
benefits, of officers and employees of the Administrator based upon the
amount of time that such persons actually spend in providing or
assisting in providing the Services to the Funds (including necessary
supervision and review); and (2) such other direct and indirect
expenses, including, but not limited to, those listed in paragraph (1)
above, incurred on behalf of the Fund that are associated with the
providing of the Services and (3) 10% of the reimbursement amount. In
no event, however, shall such reimbursement exceed levels that are fair
and reasonable in light of the usual and customary charges made by
others for services of the same nature and quality. Compensation under
this Agreement shall be calculated and paid monthly in a arrears.
3. No Partnership or Joint Venture. The Funds and you are not partners of or
joint ventures with each other and nothing herein shall be construed so as
to make you such partners or joint venturers or impose any liability as
such on any of you.
4. Limitation of Liability of the Administrator. You shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from reckless
disregard by you of your obligations and duties under this Agreement. Any
person, even though also employed by you, who may be or become an employee
of and paid by the Funds shall be deemed, when acting within the scope of
his or her employment by the Funds, to be acting in such employment solely
for the Funds and not as your employee or agent.
5. Duration and Termination of this Agreement. This Agreement shall remain in
force until the second anniversary of the date upon which this Agreement
was executed by the parties hereto, and from year to year thereafter, but
only so long as such continuance is specifically approved at least annually
by a majority of the Trustees/Directors. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of any
penalty by the Funds by vote of a majority of the Trustees/Directors, or by
you. This Agreement shall automatically terminate in the event of its
assignment.
6. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver
or termination is sought.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts without
regard to the choice of law provisions thereof.
8. Miscellaneous. The captions in this 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 or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. A copy of
the Declaration of Trust of each Fund organized as Massachusetts
business trusts is on file with the Secretary of State of the
Commonwealth of Massachusetts. The obligations of each such Fund are
not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or
agents of the Fund, but only the Fund's property shall be bound.
Yours very truly,
XXXX XXXXXXX FUNDS (See Schedule A)
By: /s/Xxxxx X. Xxxxxx
---------------------
Senior Vice President
The foregoing contract is
hereby agreed to as of the
date hereof.
XXXX XXXXXXX ADVISERS, INC.
By: /s/Xxxx X. Xxxxxxx
----------------------
President
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SCHEDULE A
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as of August 18, 1999
---------------------
Xxxx Xxxxxxx Capital Series
- Xxxx Xxxxxxx Core Equity Fund
Xxxx Xxxxxxx Income Securities Trust
Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Sovereign Bond Fund
- Xxxx Xxxxxxx Xxxx Fund
Xxxx Xxxxxxx Special Equities Fund
Xxxx Xxxxxxx Strategic Series
- Xxxx Xxxxxxx Strategic Income Fund
Xxxx Xxxxxxx Tax-Exempt Series Fund
- Xxxx Xxxxxxx Massachusetts Tax-Free Income Fund
- Xxxx Xxxxxxx New York Tax-Free Income Fund
Xxxx Xxxxxxx World Fund
- Xxxx Xxxxxxx Pacific Basin Equities Fund
- Xxxx Xxxxxxx Global Health Sciences Fund
- Xxxx Xxxxxxx European Equity Fund
Xxxx Xxxxxxx Xxxx Reserve, Inc.
Xxxx Xxxxxxx Series Trust
- Xxxx Xxxxxxx Small Cap Growth Fund
- Xxxx Xxxxxxx Millennium Growth Fund
- Xxxx Xxxxxxx 500 Index Fund
Xxxx Xxxxxxx Institutional Series Trust
- Xxxx Xxxxxxx Active Bond Fund
- Xxxx Xxxxxxx Dividend Performers Fund
- Xxxx Xxxxxxx Small Capitalization Value Fund
- Xxxx Xxxxxxx International Equity Fund
- Xxxx Xxxxxxx Medium Capitalization Growth Fund
- Xxxx Xxxxxxx Small Capitalization Growth Fund
- Xxxx Xxxxxxx Independence Diversified Core Equity Fund II
- Xxxx Xxxxxxx Core Value Fund
- Xxxx Xxxxxxx Independence Balanced Fund
- Xxxx Xxxxxxx Independence Medium Capitalization Fund
- Xxxx Xxxxxxx Core Growth Fund
Xxxx Xxxxxxx Declaration Trust
- Xxxx Xxxxxxx V.A. Small Cap Growth Fund
- Xxxx Xxxxxxx V.A. Financial Industries Fund
- Xxxx Xxxxxxx V.A. 500 Index Fund
- Xxxx Xxxxxxx V.A. Large Cap Growth Fund
- Xxxx Xxxxxxx V.A. Large Cap Value Fund
- Xxxx Xxxxxxx V.A. High Yield Bond Fund
- Xxxx Xxxxxxx V.A. Core Equity Fund
- Xxxx Xxxxxxx V.A. International Fund
- Xxxx Xxxxxxx V.A. Money Market Fund
- Xxxx Xxxxxxx V.A. Regional Bank Fund
- Xxxx Xxxxxxx V.A. Bond Fund
- Xxxx Xxxxxxx V.A. Sovereign Investors Fund
- Xxxx Xxxxxxx V.A. Mid Cap Growth Fund
- Xxxx Xxxxxxx V.A. Strategic Income Fund
Xxxx Xxxxxxx Xxxx Trust
- Xxxx Xxxxxxx Government Income Fund
- Xxxx Xxxxxxx High Yield Bond Fund
- Xxxx Xxxxxxx Intermediate Government Fund
Xxxx Xxxxxxx California Tax-Free Income Fund
Xxxx Xxxxxxx Current Interest
- Xxxx Xxxxxxx Money Market Fund
- Xxxx Xxxxxxx U.S. Government Cash Reserve
Xxxx Xxxxxxx Investment Trust
- Xxxx Xxxxxxx Large Cap Value Fund
- Xxxx Xxxxxxx Real Estate Fund
- Xxxx Xxxxxxx Sovereign Investors Fund
- Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Tax-Free Bond Trust
- Xxxx Xxxxxxx Tax-Free Bond Fund
- Xxxx Xxxxxxx High Yield Tax-Free Fund
Xxxx Xxxxxxx Investment Trust II
- Xxxx Xxxxxxx Financial Industries Fund
- Xxxx Xxxxxxx Regional Bank Fund
- Xxxx Xxxxxxx Small Cap Value Fund
Xxxx Xxxxxxx Investment Trust III
- Xxxx Xxxxxxx Global Fund
- Xxxx Xxxxxxx Large Cap Growth Fund
- Xxxx Xxxxxxx International Fund
- Xxxx Xxxxxxx Xxxxx-Term Strategic Income Fund
- Xxxx Xxxxxxx Mid Cap Growth Fund
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