EXHIBIT (g)(2)
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made as of November 16, 2006, by
and between each of the XXX XXXXXX FUNDS set forth on Schedule A attached
hereto, which may be amended from time to time, each of such Funds acting
severally on its own behalf and not jointly with any of such other Funds (each
such Fund and series thereof, as applicable, hereinafter referred to as the
"Fund"), each such Fund having its principal office and place of business at
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and XXX XXXXXX INVESTOR
SERVICES INC. ("VKIS"), a Delaware corporation, having its principal office and
place of business at 0000 Xxxx Xxx Xxxx., Xxxxxxx, Xxxxx 00000.
WHEREAS, the Fund desires to appoint VKIS as its transfer agent,
dividend disbursing agent and shareholder servicing agent and VKIS desires to
accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1 - TERMS OF APPOINTMENT; DUTIES OF VKIS
1.1 Subject to the terms and conditions set forth in this Agreement,
each Fund hereby employs and appoints VKIS to act as, and VKIS agrees to act as,
the transfer agent for each class of shares of each Fund, whether now or
hereafter authorized or issued ("Shares"), dividend disbursing agent and
shareholder servicing agent in connection with any accumulation, open-account or
similar plans provided to the holders of such Shares ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund, including without limitation any
periodic investment plan or periodic withdrawal program.
1.2 VKIS agrees that it will perform the following services, where
applicable:
(a) In accordance with procedures established from time to
time by agreement between each Fund and VKIS, VKIS shall:
(i) Receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and appropriate
documentation therefor to the custodian of the assets of each
Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and issue certificates therefor
or hold such Shares in book form in the appropriate
Shareholder account;
(iii) Receive for acceptance redemption and/or
repurchase requests and redemption and/or repurchase
directions, deliver the appropriate documentation therefor to
the Custodian;
(iv) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any
redemption and/or repurchase, pay over or cause to be paid
over in the appropriate manner such monies as instructed by
the redeeming or repurchasing Shareholders;
(v) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by each Fund;
(vii) Calculate any sales charges payable by a
Shareholder on purchases and/or redemptions of Shares of a
Fund as such charges may be reflected in the prospectus;
(viii) Maintain records of account for and advise
each Fund and its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of each Fund and
maintain pursuant to Rule 17Ad-10(e) under the Securities
Exchange Act of 1934 ("1934 Act") a record of the total number
of Shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. VKIS
shall also provide to each Fund on a regular basis the total
number of Shares that are authorized, issued and outstanding
and shall notify the Fund in case any proposed issue of Shares
by the Fund would result in an overissue. In case any issue of
Shares would result in an overissue, VKIS shall refuse to
issue such Shares and shall not countersign and issue any
certificates requested for such Shares. When recording the
issuance of Shares, VKIS shall have no obligation to take
cognizance of any Blue Sky laws relating to the issue of sale
of such Shares, which functions shall be the sole
responsibility of the Funds.
(b) In addition to and not in lieu of the services set forth
in the above paragraph (a), VKIS shall:
(i) perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant,
shareholder servicing agent in connection with dividend
reinvestment, accumulation, open-account or similar plans
(including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to,
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing appropriate
forms required with respect to dividends and distributions by
federal tax authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and
notices and other documents related to repurchases and other
confirmable
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transactions in Shareholder accounts, preparing and mailing
activity statements for Shareholders and providing Shareholder
account information;
(ii) open any and all bank accounts which may be
necessary or appropriate in order to provide the foregoing
services; and
(iii) provide a system that will enable the Fund to
monitor the total number of Shares sold in each State or other
jurisdiction.
(c) In addition, each Fund shall:
(i) identify to VKIS in writing those transactions
and assets to be treated as exempt from Blue Sky reporting for
each State; and
(ii) verify the inclusion on the system prior to
activation of each State in which Fund shares may be sold and
thereafter monitor the daily purchases and sales for
shareholders in each State. The responsibility of VKIS for a
Fund's status under the securities laws of any State or other
jurisdiction is limited to the inclusion on the system of each
State as to which the Fund has informed VKIS that shares may
be sold in compliance with state securities laws and the
reporting of purchases and sales in each such State to the
Fund as provided above and as agreed from time to time by the
Fund and VKIS.
(d) VKIS agrees that its duties and obligations hereunder will
be performed in a competent, efficient and workmanlike manner with due
diligence in accordance with reasonable industry practice, and that the
necessary facilities, equipment and personnel for such performance will
be provided. In order to assure compliance with this Section and to
implement a cooperative effort to improve and maintain the quality of
transfer agency, dividend disbursing and shareholder services received
by each of the Funds and their shareholders, VKIS agrees to provide and
maintain quantitative performance objectives, including maximum target
turn-around times and maximum target error rates, for the various
services provided hereunder. VKIS also agrees to provide a reporting
system designed to provide the Board of Directors/Trustees/Managing
General Partner, as the case may be (collectively, the "Board of
Directors"), of each of the Funds on a quarterly basis with
quantitative data comparing actual performance for the period with the
performance objectives. The foregoing procedures are designed to
provide a basis for continuing monitoring by the Board of Directors of
the quality of services rendered hereunder.
(e) VKIS shall provide such additional services and functions
not specifically described herein as may be mutually agreed between
VKIS and the Fund. Procedures applicable to such services may be
established from time to time by agreement between the Fund and VKIS.
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ARTICLE 2 - FEES AND EXPENSES
2.1 For performance by VKIS pursuant to this Agreement, each Fund
agrees to pay VKIS the fees provided in the fee schedule attached hereto as
Schedule B as agreed from time to time by each of the Funds and VKIS.
2.2 In addition to the amounts paid under Section 2.1 above, each of
the Funds agrees to reimburse VKIS promptly for such Fund's reasonable
out-of-pocket expenses or advances paid on its behalf by VKIS in connection with
its performance under this Agreement for postage, freight, envelopes, checks,
drafts, continuous forms, reports and statements, telephone, telegraph, costs of
outside mailing firms, necessary outside record storage costs, media for storage
of records (e.g., microfilm, microfiche and computer tapes) and printing costs
incurred due to special requirements of such Fund. In addition, any other
special out-of-pocket expenses paid by VKIS at the specific request of any of
the Funds will be promptly reimbursed by the requesting Fund. Postage for
mailings of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to VKIS by the concerned Fund three
business days prior to the mailing date of such materials.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF VKIS
VKIS represents and warrants to the Funds that:
3.1 It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
3.2 It is and will remain registered with the U.S. Securities and
Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of
Section 17A of the 0000 Xxx.
3.3 It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.6 It will maintain a system regarding "as of" transactions as
follows:
(a) Each "as of" transaction effected at a price other than
that in effect on the day of processing for which an estimate has not
been given to any of the affected Funds and which is necessitated by
VKIS' error, or delay for which VKIS is responsible or which could have
been avoided through the exercise of reasonable care, will be
identified, and the net effect of such transactions determined, on a
daily basis for each such Fund.
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(b) The cumulative net effect of the transactions included in
paragraph (a) above will be determined each day throughout each month.
If, on any day during the month, the cumulative net effect upon any
Fund is negative and exceeds an amount equivalent to 1/2 of 1 cent per
share of such Fund, VKIS shall promptly make a payment to such Fund (in
cash or through use of a credit as described in paragraph (c) below) in
such amount as necessary to reduce the negative cumulative net effect
to less than 1/2 of 1 cent per share of such Fund. If on the last
business day of the month the cumulative net effect (adjusted by the
amount of any payments or credits used pursuant to the preceding
sentence) upon any Fund is negative, such Fund shall be entitled to a
reduction in the monthly transfer agency fee next payable by an
equivalent amount, except as provided in paragraph (c) below. If on the
last business day of the month the cumulative net effect (similarly
adjusted) upon any Fund is positive, VKIS shall be entitled to recover
certain past payments, credits used and reductions in fees, and to a
credit against all future payments and fee reductions made under this
paragraph to such Fund, as described in paragraph (c) below.
(c) At the end of each month, any positive cumulative net
effect upon any Fund shall be deemed to be a credit to VKIS which shall
first be applied to recover any payments, credits used and fee
reductions made by VKIS to such Fund under paragraph (b) above during
the calendar year by increasing the amount of the monthly transfer
agency fee next payable in an amount equal to prior payments, credits
used and fee reductions made during such year, but not exceeding the
sum of that month's credit and credits arising in prior months during
such year to the extent such prior credits have not previously been
utilized as contemplated by this paragraph (c). Any portion of a credit
to VKIS not so used shall remain as a credit to be used as payment
against the amount of any future negative cumulative net effects which
would otherwise require a payment, use of a credit or fee reduction to
such Fund pursuant to paragraph (b) above.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND
Each Fund represents and warrants to VKIS that:
4.1 It is duly organized and existing and in good standing under the
laws of the state set forth in Schedule A hereto.
4.2 It is empowered under applicable laws and by its organizational
documents to enter into and perform this Agreement.
4.3 All requisite proceedings necessary to authorize it to enter into
and perform this Agreement have been taken.
4.4 It is an open-end (except for Xxx Xxxxxx Senior Loan Fund, which is
a closed-end), management investment company registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act").
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4.5 A registration statement under the Securities Act of 1933 (the
"1933 Act") is currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be made, with
respect to all Shares of each Fund being offered for sale.
ARTICLE 5 - DUTY OF CARE AND INDEMNIFICATION
5.1 VKIS shall at all times act in good faith and agrees to use its
best efforts within reasonable time limits to insure the accuracy of all
services performed under this Agreement. VKIS shall not be responsible for, and
each Fund shall indemnify and hold VKIS harmless from and against, any and all
losses, damages, costs, charges, reasonable counsel fees, payments, expenses and
liability (collectively, "Losses") arising out of or attributable to:
(a) All actions of VKIS or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith with due diligence and without
negligence or willful misconduct.
(b) A Fund's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of breach of any
representation or warranty of the Fund hereunder.
(c) The reasonable reliance on or use by VKIS or its agents or
subcontractors of information, records and documents which (i) are
received by VKIS or its agents or subcontractors and furnished to it by
or on behalf of a Fund, and (ii) have been prepared and/or maintained
by a Fund or any other person or firm on behalf of the Fund.
(d) The reasonable reliance on, or the carrying out by VKIS or
its agents or subcontractors of, any instructions or requests of a
Fund.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the
securities or Blue Sky laws of any State or other jurisdiction that
notice of offering of such Shares in such State or other jurisdiction
or in violation of any stop order or other determination or ruling by
any federal agency or any State or other jurisdiction with respect to
the offer or sale of such Shares in such State or other jurisdiction
unless such violation results from any failure by VKIS to comply with
written instructions of a Fund that no offers or sales of the Fund's
shares be made in general or to the residents of a particular state.
5.2 VKIS shall indemnify and hold each Fund harmless from or against
any and all Losses arising out of or attributable to any action or failure or
omission to act by VKIS as a result of the lack of good faith, negligence,
willful misconduct, or the breach of any representation or warranty of VKIS, its
officers, employees or agents.
5.3 At any time, VKIS may apply to any authorized officer of any of the
Funds for instructions, and may consult with legal counsel to the Fund, with
respect to any matter arising in connection with the services to be performed by
VKIS under this Agreement, and VKIS and its
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agents or subcontractors shall not be liable and shall be indemnified by such
Fund for any action taken or omitted by it in good faith and in reasonable
reliance upon such instructions or upon the opinion of such counsel. VKIS, its
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of a Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to VKIS or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. VKIS, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signature of the officers of the
concerned Fund, and the proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
5.4 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.5 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder.
5.6 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6 - DOCUMENTS AND COVENANTS OF THE FUNDS AND VKIS
6.1 Each Fund shall promptly furnish to VKIS the following, unless
previously furnished to Access Investor Services, Inc., the prior transfer agent
of the Fund:
(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of VKIS and the
execution and delivery of this Agreement; and
(b) A certified copy of the organizational documents of the
Fund and all amendments thereto.
6.2 VKIS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms and facsimile signature
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imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
6.3 VKIS shall prepare and keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable and as
required by applicable laws and regulations. To the extent required by Section
31 of the 1940 Act, and the rules and regulations thereunder, VKIS agrees that
all such records prepared or maintained by VKIS relating to the services
performed by VKIS hereunder are the property of the concerned Fund and will be
preserved, maintained and made available in accordance with such Section 31 of
the 1940 Act, and the rules and regulations thereunder, and will be surrendered
promptly to the concerned Fund on and in accordance with its request.
6.4 VKIS and each Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential and shall not be voluntarily disclosed to any other person
except as may be required by law or with the prior consent of VKIS and the
concerned Fund.
6.5 In case of any request or demands for the inspection of the
Shareholder records of any Fund, VKIS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. VKIS reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person.
ARTICLE 7 - DURATION AND TERMINATION OF AGREEMENT
7.1 This Agreement, as amended and restated, shall remain in full force
and effect from year-to-year unless terminated by either party as provided in
Section 7.2 hereof.
7.2 This Agreement may be terminated for good and reasonable cause at
any time by any party on 60 days' written notice to the other party without
payment of any penalty.
7.3 Any unpaid fees or reimbursable expenses payable to VKIS at the
termination date of this Agreement shall be due on that termination date. VKIS
agrees to use its best efforts to cooperate with the Funds and the successor
transfer, dividend disbursement, or shareholder servicing agent or agents in
accomplishing an orderly transition.
ARTICLE 8 - ASSIGNMENT
8.1 Except as provided in Section 8.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party; provided, however, that no consent shall be
required for any merger of any of the Funds with, or any sale of all or
substantially all the assets of any of the Funds to, another investment company.
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8.2 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
8.3 VKIS may, in its sole discretion and without further consent by any
Fund, subcontract, in whole or in part, for the performance of its obligations
and duties hereunder with any person or entity including but not limited to
companies which are affiliated with VKIS; provided, however, that such person or
entity has and maintains the qualifications, if any, required to perform such
obligations and duties, and that VKIS shall be as fully responsible to each Fund
for the acts and omissions of any agent or subcontractor as it is for its own
acts or omissions under this Agreement.
ARTICLE 9 - AFFILIATIONS
9.1 Without the prior approval of the Boards of Directors of the Funds,
VKIS shall not, directly or indirectly, provide services, including services
such as transfer agent, dividend disbursing agent or shareholder service agent,
to any investment companies.
9.2 It is understood and agreed that the members of the Board of
Directors, officers, employees, agents and shareholders of the Funds, and the
directors, officers, employees, agents and shareholders of the Funds' investment
adviser and/or distributor, are or may be interested in VKIS as directors,
officers, employees, agents and shareholders or otherwise, and that the
directors, officers, employees, agents and shareholders of VKIS may be
interested in the Funds as members of the Board of Directors, officers,
employees, agents and shareholders or otherwise, or in the investment adviser
and/or distributor as directors, officers, employees, agents, shareholders or
otherwise.
ARTICLE 10 - AMENDMENT
10.1 This Agreement may be amended or modified, with respect to a Fund,
by a written agreement executed by both parties and authorized or approved by a
resolution of the Board of Directors of the concerned Fund. Additionally, any
Fund may be added to this Agreement with the consent of both parties.
ARTICLE 11 - APPLICABLE LAW
11.1 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof.
11.2 (a) Any dispute, controversy, or claim arising out of or relating
to this Agreement, or the breach, termination or validity thereof, shall be
finally settled by arbitration in accordance with the Expedited Procedures of
the commercial arbitration Rules of the American Arbitration Association (the
"AAA") then in effect (the "Rules"). The arbitration shall be held in Chicago,
Illinois.
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(b) There shall be one arbitrator who shall be selected
jointly by the parties. If the parties are unable to agree on an arbitrator
within 15 days after a demand for arbitration is made by a party, the arbitrator
shall be appointed by the AAA in accordance with the Rules. The hearing shall be
held within 90 days of the appointment of the arbitrator. Notwithstanding the
Expedited Procedures of the Rules, the arbitrator, at his discretion, may
schedule additional days of hearings.
(c) Either party may, without inconsistency with this
Agreement, seek from a court any interim or provisional relief in aid of
arbitration, pending the establishment of the arbitral tribunal. The parties
hereby submit to the exclusive jurisdiction of the federal and state courts
located in the Northern District of the State of Illinois for any such relief in
aid of arbitration, or for any relief relating to arbitration, except for the
enforcement of an arbitral award which may be enforced in any court having
jurisdiction.
(d) Any arbitration proceedings or award rendered hereunder
and the validity, effect and interpretation of Section 11.2 shall be governed by
the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) The award shall be
final and binding upon the parties. Judgment upon any award may be entered in
any court having jurisdiction.
(e) This Agreement and the rights and obligations of the
parties shall remain in full force and effect pending the award in any
arbitration proceeding hereunder.
ARTICLE 12 - MISCELLANEOUS
12.1 The execution of this Agreement has been authorized by the Funds'
Board of Directors. This Agreement is executed on behalf of the Funds or the
Board of Directors of the Funds as directors or trustees (as the case may be)
and not individually and the obligations of this Agreement are not binding upon
any of the directors or trustees (as the case may be), officers or shareholders
of the Funds individually but are binding only upon the assets and property of
the Funds.
12.2 For each of those Funds which have one or more portfolios as set
forth in Schedule A attached hereto, all obligations of those Funds under this
Agreement shall apply only on a portfolio-by-portfolio basis and the assets of
one portfolio shall not be liable for the obligations of any other.
12.3 In the event of a change in the business or regulatory environment
affecting all or any portion of this Agreement, the parties hereto agree to
renegotiate such affected portions in good faith.
12.4 In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to VKIS an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or destroyed,
supported by an appropriate bond satisfactory to VKIS and the concerned Fund
issued by a surety company satisfactory to VKIS, except that VKIS may accept an
affidavit of loss and indemnity agreement executed by the registered holder (or
legal representative) without surety in
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such form as VKIS deems appropriate indemnifying VKIS and the concerned Fund for
the issuance of a replacement certificate, in cases where the alleged loss is in
the amount of $1,000 or less.
12.5 In the event that any check or other order for payment of money on
the account of any Shareholder or new investor is returned unpaid for any
reason, VKIS will (a) give prompt notification to the concerned Fund's
distributor ("Distributor") (or to the Fund if the Fund acts as its own
distributor) of such non-payment; and (b) take such other action, including
imposition of a reasonable processing or handling fee, as VKIS may, in its sole
discretion, deem appropriate or as the Fund and, if applicable, the Distributor
may instruct VKIS.
12.6 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or to VKIS shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
TO THE FUND:
[Name of Fund]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
TO VKIS:
Xxx Xxxxxx Investor Services Inc.
Harborside Financial Center
Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
ARTICLE 13 - MERGER OF AGREEMENT
13.1 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first above
written.
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EACH OF THE XXX XXXXXX FUNDS
LISTED ON SCHEDULE A HERETO
By: /s/ Xxxxxxxx Xxxxx Yu
Name: Xxxxxxxx Xxxxx Yu
Title: Secretary
Attest: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Assistant Secretary
XXX XXXXXX INVESTOR SERVICES INC.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: President and Chief Operating
Officer
Attest: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Chief Administrative Officer
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SCHEDULE A
XXX XXXXXX FUNDS(1)
EQUITY FUNDS
Xxx Xxxxxx Xxxxxxxx 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 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 Exchange Fund(2)
Xxx Xxxxxx Growth and Income Fund
Xxx Xxxxxx Harbor Fund
Xxx Xxxxxx Xxxx Fund
Xxx Xxxxxx Real Estate Securities Fund
Xxx Xxxxxx Series Fund, Inc.(3)
Xxx Xxxxxx American Value Fund
----------
(1) All Xxx Xxxxxx Funds, unless otherwise noted, are Delaware business trusts.
* This Fund has not yet launched.
(2) The Xxx Xxxxxx Exchange Fund is a California limited partnership.
(3) The Xxx Xxxxxx Series Fund, Inc. is a Maryland corporation.
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Xxx Xxxxxx Emerging Markets Debt 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 Japanese Equity Fund*
Xxx Xxxxxx Strategic Growth Fund
FIXED INCOME FUNDS
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
Xxx Xxxxxx Trust
Xxx Xxxxxx Core Plus Fixed Income Fund*
Xxx Xxxxxx Short Term Income Fund*
Xxx Xxxxxx U.S. Government Trust
Xxx Xxxxxx U.S. Mortgage Fund
Xxx Xxxxxx Corporate Bond Fund
Xxx Xxxxxx Government Securities Fund
Xxx Xxxxxx High Yield Fund
Xxx Xxxxxx Limited Duration Fund
Xxx Xxxxxx Pennsylvania Tax Free Income Fund(4)
Xxx Xxxxxx Senior Loan Fund(5)
MONEY MARKET FUNDS
Xxx Xxxxxx Reserve Fund
Xxx Xxxxxx Tax Free Money Fund
LIT FUNDS
----------
(4) The Xxx Xxxxxx Pennsylvania Tax Free Income Fund is a Pennsylvania
business trust.
(5) The Xxx Xxxxxx Senior Loan Fund is a Massachusetts business trust.
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Xxx Xxxxxx Life Investment Trust
Aggressive Growth Portfolio
Xxxxxxxx Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Strategic Growth Portfolio
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SCHEDULE B
PRICING SCHEDULE
(Effective as of July 1, 2006)
XXX XXXXXX FUNDS
FUNDS BASE RATE PER ACCOUNT* ANNUAL CHARGE
----- ---------------------- -------------
(EXCLUDING OUT-OF-POCKET EXPENSES)
Equity Funds $18.96 N/A
---------------------------------------------- ------------------------------------------- ------------------------------
Fixed Income Funds $20.02 N/A
---------------------------------------------- ------------------------------------------- ------------------------------
Money Market Funds $22.82 N/A
---------------------------------------------- ------------------------------------------- ------------------------------
Xxx Xxxxxx Life Investment Trust
---------------------------------------------- ------------------------------------------- ------------------------------
Aggressive Growth Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Xxxxxxxx Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Enterprise Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Government Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Growth and Income Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Money Market Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Strategic Growth Portfolio N/A $15,000
---------------------------------------------- ------------------------------------------- ------------------------------
Xxx Xxxxxx Senior Loan Fund $19.75 N/A
---------------------------------------------- ------------------------------------------- ------------------------------
* The Base Rate Per Account is applicable to all classes of shares of the
applicable Funds and subject to a $1,250 per month minimum. Classes with a
contingent deferred sales charge have an additional $1.00 per account surcharge.
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