AMENDED AND RESTATED
SUPPORT SERVICE AGREEMENT
THIS AGREEMENT, dated May 20, 2009, by and between the parties as set forth
in Schedule 1, attached hereto and incorporated by reference (designated
collectively hereafter as the "Funds"), and XXX XXXXXX INVESTOR SERVICES INC. a
Delaware corporation, (hereinafter referred to as "VKIS").
WITNESSETH
WHEREAS, each of the Funds is registered as an open end investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, VKIS has the capability of providing certain shareholder and
broker communication support services ("Communication Support Services") to the
Funds, including but not limited to telephonic and written correspondence with
shareholders and brokers; and
WHEREAS, each Fund desires to utilize VKIS in the provision of such
Communication Support Services; and
WHEREAS, VKIS has agreed to provide and the Funds have agreed to receive
from VKIS such Communication Support Services pursuant to this Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
spelled out herein, it is agreed:
1. APPOINTMENT OF VKIS. As agent, VKIS shall provide each of the Funds the
Communication Support Services as set forth in Paragraph 2 of this Agreement.
VKIS accepts such appointment and agrees to furnish the Communications Support
Services in return for the compensation provided in Paragraph 3 of this
Agreement.
2. SERVICES TO BE PROVIDED. VKIS will provide the Funds the Communication
Support Services set forth below:
A. VKIS shall maintain a Shareholder Communications Broker Support Group
(the "Service Staff") to timely respond to all telephonic, written and in
person inquires and problems from brokers and their customers which are
directed to the Funds' Houston, Texas office.
B. VKIS shall hire persons for the Service Staff in numbers as it deems
reasonably necessary to fulfill the terms of this Agreement.
3. EXPENSES AND REIMBURSEMENT.
A. Each Fund shall reimburse VKIS for such Communications Support Service
expenses as follows:
(1) All salary and other wages, bonuses, group insurance, taxes,
travel and other actual expenses paid to or on behalf of the personnel
in the Service Staff;
(2) All general overhead expenses attributable to the Service Staff
including, but not limited to rent, furnishings and utilities;
(3) All other out of pocket expenses, including but not limited to the
following;
a) postage;
b) the cost of the following equipment (including maintenance
thereof) and services used for communicating with the
shareholders of the Funds, the Funds' transfer agent (and its
agents) or other agents of either the Funds or VKIS: printed
forms, letters or other written materials; long distance
telephone calls (both incoming and outgoing), data and other
telephone lines; data circuit interface equipment; printing
services and computer line printers;
c) the cost of equipment (including maintenance thereof) used to
microfilm, record, index, display and retrieve documents;
d) the cost of computers (including maintenance thereof);
e) the cost of equipment used to record and play back telephone
conversations; and
f) the cost of third-party vendors contracted by VKIS to provide
the equipment (and maintenance thereof) and services listed
above.
B. The Communications Support Services expenses shall be allocated among
the Funds on a pro-rata basis, to be determined by assets under management,
and will be paid by VKIS and reimbursed by the Funds quarterly. VKIS will
tender to each Fund quarterly a statement certifying the total Support
Services expenses expended, and the portion to be reimbursed to VKIS by
such Fund.
C. Except as provided in this Section 3, VKIS will receive no other
compensation in connection with Communication Support Services rendered in
accordance with this Agreement, and VKIS will be responsible for all other
expenses relating to the providing of the Communication Support Services.
4. MAINTENANCE OF RECORDS. All records maintained by VKIS in connection with the
performance of its duties under this Agreement will remain the property of the
Funds and will be preserved by VKIS for the periods prescribed in Section 31 of
the 1940 Act and the rules thereunder or such applicable rules that may be
adopted from time to time under the 1940 Act. In the event of termination of the
Agreement, such records will be promptly delivered to the Funds. Such records
may be inspected by the Funds at reasonable times.
5. LIABILITY OF VKIS. VKIS shall not be liable to any Fund for any action taken
or anything done by it or its agents or contractors on behalf of such fund in
carrying out the terms and provisions of the Agreement if done in good faith and
without gross negligence or misconduct on the part of VKIS, its agents or
contracts.
6. INDEMNIFICATION BY FUNDS. Each Fund will indemnify and hold VKIS harmless
from all loss, cost, damage and expense, including reasonable expenses for legal
counsel, incurred by VKIS resulting from: (A) any claim, demand, action or suit
in connection with VKIS's acceptance of this Agreement; (B) any action or
omission by VKIS in the performance of its duties hereunder; (C) VKIS's acting
upon instructions believed by it to have been executed by a duly authorized
officer of the Fund; or (D) VKIS's acting upon information provided by the Fund
in form and under policies agreed to by VKIS and the Fund. VKIS shall not be
entitled to such indemnification in respect of actions or omissions constituting
gross negligence or willful misconduct of VKIS or its actions or contractors.
Prior to confessing any claims against it which may be subject to this
indemnification, VKIS shall give the Fund reasonable opportunity to defend
against said claim in its own name or in the name of VKIS.
7. INDEMNIFICATION BY VKIS. VKIS will indemnify and hold harmless each Fund from
all loss, cost, damage and expense, including reasonable expenses for legal
counsel, incurred by VKIS resulting from any claim, demand, action or suit
arising out of VKIS's failure to comply with the terms of this Agreement or
which arises out of the gross negligence or willful misconduct of VKIS or its
agents or contractors. The Fund shall not be entitled to such indemnification in
respect of actions or omissions constituting gross negligence or misconduct of
such Fund or its agents or contractors; provided, that such gross negligence or
misconduct is not attributable to VKIS, its agents or contractors. Prior to
confessing any claim against it which may be subject to this indemnification,
the Fund shall give VKIS reasonable opportunity to defend against said claim in
its own name or in the name of such Fund.
8. FURTHER ASSURANCES. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
9. DUAL INTEREST. It is understood that some person or persons may be directors,
trustees, officers, or shareholders of both the Funds and VKIS (including VKIS's
affiliates), and that the existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder except as otherwise
provided by a specific provision of applicable law.
10. EXECUTION, AMENDMENT AND TERMINATION. The term of this Agreement shall begin
as of the date hereof, and unless sooner terminated as herein provided, this
Agreement shall remain in effect from year to year if such continuation is
specifically approved at least annually by the Board of Trustees of each Fund,
including a majority of the independent Trustees of each Fund. This Agreement
may be modified or amended from time to time by mutual agreement between the
parties hereto and may be terminated by at least sixty (60) days' written notice
given by one party to the others. Upon termination hereof, each Fund shall pay
to VKIS such compensation as may be due as of the date of such termination and
shall likewise reimburse VKIS for its costs, expenses and disbursements payable
under
this Agreement to such date. This Agreement may be amended in the future to
include as additional parties to the Agreement other investment companies for
which VKIS, any subsidiary or affiliate serves as investment advisor or
distributor.
11. ASSIGNMENT. Any interest of VKIS under this Agreement shall not be assigned
or transferred, either voluntarily or involuntarily by operation of law or
otherwise, without the prior written consent of the Funds. This Agreement shall
automatically and immediately terminate in the event of its assignment without
the prior written consent of the Funds.
12. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the other
parties at such address as such other parties may designate for the receipt of
such notices. Until further notice to the other parties, it is agreed that for
this purpose the address of each Fund is 000 Xxxxx Xxx., Xxx Xxxx, XX 00000,
Attention: General Counsel.
13. INTERPRETIVE PROVISIONS. In connection with the operation of the Agreement,
VKIS and the Funds may agree from time to time on such provisions interpretative
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement.
14. STATE LAW. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
15. CAPTIONS. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.
XXX XXXXXX INVESTOR SERVICES INC.
BY: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx, Managing Director
ALL OF THE PARTIES SET FORTH IN SCHEDULE 1
ATTACHED HERETO
BY: Xxxxxx X. Xxxx III
---------------------------------
Xxxxxx X. Xxxx III, President and
Principal Executive Officer
SCHEDULE 1
Xxx Xxxxxx High Income Trust II
Xxx Xxxxxx Municipal Trust
Xxx Xxxxxx Ohio Quality Municipal Trust
Xxx Xxxxxx Trust For Insured Municipals
Xxx Xxxxxx Trust For Investment Grade Municipals
Xxx Xxxxxx Trust For Investment Grade New Jersey Municipals
Xxx Xxxxxx Trust For Investment Grade New York Municipals
Xxx Xxxxxx Municipal Opportunity Trust
Xxx Xxxxxx California Value Municipal Income Trust
Xxx Xxxxxx Massachusetts Value Municipal Income Trust
Xxx Xxxxxx Pennsylvania Value Municipal Income Trust
Xxx Xxxxxx Advantage Municipal Income Trust II
Xxx Xxxxxx Bond Fund
Xxx Xxxxxx Dynamic Credit Opportunities Fund
