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;
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(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.
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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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ACCOUNTING & LEGAL SERVICES AGREEMENT
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SCHEDULE A
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as of November 29, 2002
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Xxxx Xxxxxxx Capital Series
- Xxxx Xxxxxxx Core Equity Fund
- Xxxx Xxxxxxx U.S. Global Leaders Growth Fund
Xxxx Xxxxxxx Income Securities Trust
Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Sovereign Bond Fund
- Xxxx Xxxxxxx Xxxx Fund
Xxxx Xxxxxxx Strategic Series
- Xxxx Xxxxxxx Strategic Income Fund
- Xxxx Xxxxxxx High 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 Health Sciences Fund
- Xxxx Xxxxxxx European Equity Fund
- Xxxx Xxxxxxx Biotechnology Fund
- Xxxx Xxxxxxx Communications Fund
- Xxxx Xxxxxxx Consumer Industries Fund
- Xxxx Xxxxxxx International Small Cap Growth Fund
Xxxx Xxxxxxx Series Trust
- Xxxx Xxxxxxx Small Cap Growth Fund
- Xxxx Xxxxxxx Multi Cap Growth Fund
- Xxxx Xxxxxxx 500 Index Fund
- Xxxx Xxxxxxx Real Estate Fund
- Xxxx Xxxxxxx Focused Equity Fund
Xxxx Xxxxxxx Institutional Series Trust
- Xxxx Xxxxxxx Dividend Performers Fund
- Xxxx Xxxxxxx Focused Small Cap Growth Fund
- Xxxx Xxxxxxx Independence Diversified Core Equity Fund II
Xxxx Xxxxxxx Declaration Trust
- Xxxx Xxxxxxx V.A. Financial Industries Fund
- Xxxx Xxxxxxx V.A. Relative Value Fund
- Xxxx Xxxxxxx V.A. Sovereign Investors Fund
- Xxxx Xxxxxxx V.A. Strategic Income Fund
- Xxxx Xxxxxxx V.A. Technology Fund
Xxxx Xxxxxxx Xxxx Trust
- Xxxx Xxxxxxx Government Income Fund
- Xxxx Xxxxxxx High Yield Bond Fund
- Xxxx Xxxxxxx Investment Grade Bond Fund
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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 Equity Fund
- Xxxx Xxxxxxx Sovereign Investors Fund
- Xxxx Xxxxxxx Balanced Fund
- Xxxx Xxxxxxx Fundamental Value Fund
- Xxxx Xxxxxxx Strategic Growth Fund
Xxxx Xxxxxxx Tax-Free Bond Trust
- Xxxx Xxxxxxx Tax-Free Bond Fund
- Xxxx Xxxxxxx High Yield Municipal Bond Fund
Xxxx Xxxxxxx Investment Trust II
- Xxxx Xxxxxxx Financial Industries Fund
- Xxxx Xxxxxxx Regional Bank Fund
- Xxxx Xxxxxxx Small Cap Equity Fund
Xxxx Xxxxxxx Investment Trust III
- Xxxx Xxxxxxx Global Fund
- Xxxx Xxxxxxx Large Cap Growth Fund
- Xxxx Xxxxxxx International Fund
- Xxxx Xxxxxxx Mid Cap Growth Fund
- Xxxx Xxxxxxx U.S. Global Leaders Fund
Xxxx Xxxxxxx Equity Trust
- Xxxx Xxxxxxx Growth Trends Fund
- Xxxx Xxxxxxx Large Cap Spectrum Fund
Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Preferred Income Fund II
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