EXHIBIT (k)(2)
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, dated May 31, 1997, by and between the parties set
forth in Schedule A hereto (designated collectively hereafter as the "Funds")
and ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware
corporation ("Advisory Corp.").
W I T N E S S E T H:
WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Advisory Corp. has the capability of providing certain
accounting services to the Funds; and
WHEREAS, each desires to utilized Advisory Corp. in the provision of
such accounting services; and
WHEREAS, Advisory Corp. intends to maintain its staff in order to
accommodate the provision of all such services.
NOW THEREFORE, in consideration of the premises and the mutual
covenants spelled out herein, it is agreed between the parties hereto as
follows:
1. Appointment of Advisory Corp.. As agent, Advisory Corp. shall provide
each of the Funds the accounting services ("Accounting Services") as set forth
in Paragraph 2 of this Agreement. Advisory Corp. accepts such appointment and
agrees to furnish the Accounting Services in return for the compensation
provided in Paragraph 3 of this Agreement.
2. Accounting Services to be Provided. Advisory Corp. will provide to each
respective Fund accounting related services in connection with the maintenance
of the financial records of such Fund, including without limitation: (i)
maintenance of the general ledger and other financial books and records; (ii)
processing of portfolio transactions; (iii) coordination of the valuation of
portfolio securities; (iv) calculation of the Fund's net asset value; (v)
coordination of financial and regulatory reporting; (vi) preparation of
financial reports for each Fund's Board of Trustees; (vii) coordination of tax
and financial compliance issues; (viii) the establishment and maintenance of
accounting policies; (ix) recommendations with respect to dividend policies; (x)
preparation of each Fund's financial reports and other accounting and tax
related notice information to shareholders; and (xi) the assimilation and
interpretation of accounting data for meaningful management review. Advisory
Corp. shall provide accurate maintenance of each Fund's financial books and
records as required by the applicable securities statutes and regulations, and
shall hire persons (collectively the "Accounting Service Group") as needed to
provide such Accounting Services.
3. Expenses and Reimbursements. Advisory Corp. shall be reimbursed by the
Funds for all costs and services incurred in connection with the provision of
the aforementioned Accounting Services ("Accounting Service Expenses"),
including but not limited to all salary and related benefits paid to the
personnel of the Accounting Service Group, overhead and expenses related to
office space and related equipment and out-of-pocket expenses.
The Accounting Services Expenses will be paid by Advisory Corp. and
reimbursed by the Funds. Advisory Corp. will tender to each Fund a monthly
invoice as of the last business day of each month which shall certify the total
support service expenses expended. Except as provided herein, Advisory
1
Corp. will receive no other compensation in connection with Accounting Services
rendered in accordance with this Agreement.
4. Payment for Accounting Service Expenses Among the Funds. As to one
quarter (25%) of the Accounting Service Expenses incurred under the Agreement,
the expense shall be allocated between all Funds based on the number of classes
of shares of beneficial interest that each respective Fund has issued. As to the
remaining three quarters (75%) of the Accounting Service Expenses incurred under
the Agreement, the expense shall be allocated between all Funds based on their
relative net assets. For purposes of determining the percentage of expenses to
be allocated to any Fund, the liquidation preference of any preferred shares
issued by any such Fund shall not be considered a liability of such Fund for the
purposes of calculating relative net assets of such Fund.
5. Maintenance of Records. All records maintained by Advisory Corp. in
connection with the performance of its duties under this Agreement will remain
the property of each respective Fund and will be preserved by Advisory Corp. for
the periods prescribed in Section 31 of the 1940 Act and the rules thereunder or
such other applicable rules that may be adopted from time to time under the act.
In the event of termination of the Agreement, such records will be promptly
delivered to the respective Funds. Such records may be inspected by the
respective Funds at reasonable times.
6. Liability of Advisory Corp. Advisory Corp. shall not be liable to any
Fund for any action taken or thing done by it or its agents or contractors on
behalf of the 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
Advisory Corp., its agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold Advisory
Corp. harmless from all lost, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by Advisory Corp. resulting from: (a) any
claim, demand, action or suit in connection with Advisory Corp.'s acceptance of
this Agreement; (b) any action or omission by Advisory Corp. in the performance
of its duties hereunder; (c) Advisory Corp.'s acting upon instructions believed
by it to have been executed by a duly authorized officer of the Fund; or (d)
Advisory Corp.'s acting upon information provided by the Fund in form and under
policies agreed to by Advisory Corp. and the Fund. Advisory Corp. shall not be
entitled to such indemnification in respect of actions or omissions constituting
gross negligence or willful misconduct of Advisory Corp. or its agents or
contractors. Prior to confessing any claim against it which may be subject to
this indemnification, Advisory Corp. shall give the Fund reasonable opportunity
to defend against said claim in its own name or in the name of Advisory Corp.
8. Indemnification By Advisory Corp. Advisory Corp. will indemnify and
hold harmless each Fund from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the Fund resulting from any
claim, demand, action or suit arising out of Advisory Corp.'s failure to comply
with the terms of this Agreement or which arises out of the gross negligence or
willful misconduct of Advisory Corp. or its agents or contractors; provided that
such negligence or misconduct is not attributable to the Funds, their agents or
contractors. Prior to confessing any claim against it which may be subject to
this indemnification, the Fund shall give Advisory Corp. reasonable opportunity
to defend against said claim in its own name or in the name of such Fund.
9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers or shareholders of both the Funds and Advisory
Corp. (including Advisory Corp.'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.
11. Execution, Amendment and Termination. The term of this Agreement shall
begin as of the date first above written, and unless sooner terminated as herein
provided, this Agreement shall remain in
2
effect through May, 1998, and thereafter 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 after May, 1998, by at least
sixty (60) days' written notice given by one party to the others. Upon
termination hereof, each Fund shall pay to Advisory Corp. such compensation as
may be due as of the date of such termination and shall likewise reimburse
Advisory Corp. 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 with
Advisory Corp., any subsidiary or affiliate serves as investment advisor or
distributor if such amendment is approved by the President of each Fund.
12. Assignment. Any interest of Advisory Corp. 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.
13. 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 party at such address as such other party 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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President and that of Advisory Corp. for this purpose
is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President.
14. Personal Liability. As provided for in the Agreement and Declaration of
Trust of the various Funds, under which the Funds are organized as
unincorporated trusts, the shareholders, trustees, officers, employees and other
agents of the Fund shall not personally be found by or liable for the matters
set forth hereto, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder.
15. Interpretative Provisions. In connection with the operation of this
Agreement, Advisory Corp. 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.
16. State Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Illinois.
17. 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.
3
IN WITNESS WHEREOF, the parties have caused this amended and restated
Agreement to be executed as of the day and year first above written.
ALL OF THE PARTIES SET FORTH IN SCHEDULE A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
1
SCHEDULE A
I. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital High Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital High Income Trust II
▇▇▇ ▇▇▇▇▇▇ American Capital Investment Grade Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New York Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Insured Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade California Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Pennsylvania Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Pennsylvania Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New York Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Opportunity Trust II
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ American Capital Select Sector Municipal Trust
INSTITUTIONAL FUNDS
II. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MANAGEMENT, INC. ("MANAGEMENT,
INC.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
The Explorer Institutional Trust
on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
1
OPEN END FUNDS
III. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ASSET MANAGEMENT, INC.
("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL FUNDS"):
▇▇▇ ▇▇▇▇▇▇ American Capital ▇▇▇▇▇▇▇▇ Fund ("▇▇▇▇▇▇▇▇ Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Corporate Bond Fund ("Corporate Bond Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Emerging Growth Fund ("Emerging Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Enterprise Fund ("Enterprise Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Equity Income Fund ("Equity Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Global Managed Assets Fund ("Global Managed Assets
Funds")
▇▇▇ ▇▇▇▇▇▇ American Capital Government Securities Fund ("Government Securities
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Government Target Fund ("Government Target Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Growth and Income Fund ("Growth and Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Harbor Fund ("Harbor Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital High Income Corporate Bond Fund ("High Income
Corporate Bond Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Life Investment Trust ("Life Investment Trust" or
"LIT") on behalf of its Series
Enterprise Portfolio ("LIT Enterprise Portfolio")
Domestic Income Portfolio ("LIT Domestic Income Portfolio")
Emerging Growth Portfolio ("LIT Emerging Growth Portfolio")
Government Portfolio ("LIT Government Portfolio")
Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
Money Market Portfolio ("LIT Money Market Portfolio")
Real Estate Securities Portfolio ("LIT Real Estate Securities Portfolio")
Growth and Income Portfolio ("LIT Growth and Income Portfolio")
▇▇▇ ▇▇▇▇▇▇ American Capital Limited Maturity Government Fund ("Limited Maturity
Government Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Pace Fund ("Pace Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Real Estate Securities Fund ("Real Estate Securities
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Reserve Fund ("Reserve Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Small Capitalization Fund ("Small Capitalization
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax-Exempt Trust ("Tax-Exempt Trust")
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Municipal Fund ("High Yield Municipal
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Trust for Income ("U.S. Government
Trust for Income")
1
IV. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Trust ("U.S. Government Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund ("U.S. Government Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free Trust ("Tax Free Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund ("Insured Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund ("Tax Free High Income
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund ("California
Insured Tax Free Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund ("Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
(Intermediate Term Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund ("Florida
Insured Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Tax Free Income Fund ("New Jersey Tax
Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund ("New York Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund ("California Tax
Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund ("Michigan Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund ("Missouri Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund ("Ohio Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Trust ("VKAC Trust")
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund ("High Yield Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund ("Short-Term Global
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund ("Strategic Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Equity Trust ("Equity Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund ("Utility Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund ("Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund ("Value Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund ("Great American
Companies Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund ("Prospector Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund ("Aggressive Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Foreign Securities Fund ("Foreign Securities Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Tax Free Income Fund ("Pennsylvania Tax
Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free Money Fund ("Tax Free Money Fund")
2
AMENDMENT NUMBER SIX
TO THE
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT NUMBER SIX, dated May 31, 2000, to the Fund Accounting
Agreement dated May 31, 1997 (the "Agreement") by and between the parties set
forth in Schedule A, attached hereto and incorporated by reference and ▇▇▇
▇▇▇▇▇▇ Investment Advisory Corp., a Delaware corporation ("Advisory Corp.").
W I T N E S S E T H
WHEREAS, the Funds wish to amend the current Fund Accounting Agreement
in accordance with the terms set forth by the Boards of Trustees/Directors of
the ▇▇▇ ▇▇▇▇▇▇ Open End Funds at a Meeting held on April 17, 2000 and the Boards
of Trustees of the ▇▇▇ ▇▇▇▇▇▇ Closed End Funds at a Meeting held on May 30,
2000;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that the Agreement
be amended to add Section 13 and renumber the remaining Sections of the
Agreement as follows:
13. Delegation of Accounting Services. Advisory Corp. may delegate
the provision of all or a portion of the Advisory Services contemplated
herein to such other parties as may be approved by the Board of each
Fund. In the event of any such delegation, the Funds shall reimburse
Advisory Corp. for expense related to those Accounting Services
provided by Advisory Corp., and shall pay such sub-accounting agents
such compensation as may be agreed from time to time by the Funds and
the sub-accounting agent. In the event of such delegation, Advisory
Corp. shall oversee the activities of such sub-accounting agent on
behalf of the Funds.
14. 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 party at such address as such other party
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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President and that of Advisory Corp. for this purpose is ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President.
15. Personal Liability. As provided for in the Agreement and
Declaration of Trust of the various Funds, under which the Funds are
organized as unincorporated trusts, the shareholders, trustees,
officers, employees and other agents of the Fund shall not personally
be found by or liable for the matters set forth hereto, nor shall
resort be had to their private property for the satisfaction of any
obligation or claim hereunder.
1
16. Interpretative Provisions. In connection with the operation of
this Agreement, Advisory Corp. 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.
17. State Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Illinois.
18. 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 above written.
ALL OF THE PARTIES SET FORTH IN SCHEDULE A
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
----------------------------------
A. ▇▇▇▇▇▇ ▇▇▇▇▇ III
Vice President and Secretary
▇▇▇ ▇▇▇▇▇▇ INVESTMENT ADVISORY CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
2
SCHEDULE A
I. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ INVESTMENT ADVISORY CORP. ("INVESTMENT
ADVISORY CORP.") (COLLECTIVELY, THE "INVESTMENT ADVISORY CORP. FUNDS")
CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ California Municipal Trust
▇▇▇ ▇▇▇▇▇▇ High Income Trust
▇▇▇ ▇▇▇▇▇▇ High Income Trust II
▇▇▇ ▇▇▇▇▇▇ Investment Grade Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Trust
▇▇▇ ▇▇▇▇▇▇ California Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Florida Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ New York Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Trust For Insured Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade California Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade Pennsylvania Municipals
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Advantage Pennsylvania Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Strategic Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ New Jersey Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ New York Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust II
▇▇▇ ▇▇▇▇▇▇ Florida Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
OPEN END FUNDS
▇▇▇ ▇▇▇▇▇▇ U.S. Government Trust ("U.S. Government Trust") on behalf of
its series
▇▇▇ ▇▇▇▇▇▇ U.S. Government Fund ("U.S. Government Fund")
▇▇▇ ▇▇▇▇▇▇ Tax Free Trust ("Tax Free Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund ("Insured Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ Tax Free High Income Fund ("Tax Free High Income Fund")
▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund ("California Insured
Tax Free Fund")
▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund ("Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund (Intermediate
Term Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ Florida Insured Tax Free Income Fund ("Florida Insured
Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund ("New York Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ California Municipal Income Fund ("California Municipal
Income Fund")
3
▇▇▇ ▇▇▇▇▇▇ Michigan Tax Free Income Fund ("Michigan Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ Missouri Tax Free Income Fund ("Missouri Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ Ohio Tax Free Income Fund ("Ohio Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ Trust ("VK Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ High Yield Fund ("High Yield Fund")
▇▇▇ ▇▇▇▇▇▇ Strategic Income Fund ("Strategic Income Fund")
▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund ("Managed Short Term
Income Fund")
▇▇▇ ▇▇▇▇▇▇ Equity Trust ("Equity Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Utility Fund ("Utility Fund")
▇▇▇ ▇▇▇▇▇▇ Growth Fund ("Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund ("Aggressive Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund ("Small Cap Value Fund")
▇▇▇ ▇▇▇▇▇▇ Small Company Growth Fund ("Small Company Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Select Growth Fund ("Select Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund ("Small Cap Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Equity Trust II ("Equity Trust II")
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ Tax Managed Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund ("Pennsylvania Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund ("Tax Free Money Fund")
II. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT INC. (COLLECTIVELY, THE
"ASSET MANAGEMENT FUNDS")
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund ("▇▇▇▇▇▇▇▇ Fund")
▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund ("Corporate Bond Fund")
▇▇▇ ▇▇▇▇▇▇ Emerging Growth Fund ("Emerging Growth Fund")
▇▇▇ ▇▇▇▇▇▇ Enterprise Fund ("Enterprise Fund")
▇▇▇ ▇▇▇▇▇▇ Equity Income Fund ("Equity Income Fund")
▇▇▇ ▇▇▇▇▇▇ Global Managed Assets Fund ("Global Managed Assets Funds")
▇▇▇ ▇▇▇▇▇▇ Government Securities Fund ("Government Securities Fund")
▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund ("Growth and Income Fund")
▇▇▇ ▇▇▇▇▇▇ Harbor Fund ("Harbor Fund")
▇▇▇ ▇▇▇▇▇▇ High Income Corporate Bond Fund ("High Income Corporate Bond
Fund")
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust ("Life Investment Trust" or "LIT")
on behalf of its Series
Enterprise Portfolio ("LIT Enterprise Portfolio")
Domestic Income Portfolio ("LIT Domestic Income Portfolio")
Emerging Growth Portfolio ("LIT Emerging Growth Portfolio")
Global Equity Portfolio ("LIT Global Equity Portfolio")
Government Portfolio ("LIT Government Portfolio")
Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
Money Market Portfolio ("LIT Money Market Portfolio")
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Securities Portfolio ("LIT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Real Estate Securities Portfolio")
Growth and Income Portfolio ("LIT Growth and Income Portfolio")
Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")
▇▇▇▇▇▇▇▇ Portfolio ("LIT ▇▇▇▇▇▇▇▇ Portfolio")
4
▇▇▇ ▇▇▇▇▇▇ Limited Maturity Government Fund ("Limited Maturity
Government Fund")
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Fund ("Pace Fund")
▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund ("Real Estate Securities Fund")
▇▇▇ ▇▇▇▇▇▇ Reserve Fund ("Reserve Fund")
▇▇▇ ▇▇▇▇▇▇ Tax-Exempt Trust ("Tax-Exempt Trust")
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund ("High Yield Municipal Fund")
▇▇▇ ▇▇▇▇▇▇ Equity Trust II ("Equity Trust II")
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ Technology Fund
▇▇▇ ▇▇▇▇▇▇ U.S. Government Trust for Income ("U.S. Government Trust for
Income")
5
AMENDMENT NUMBER SEVENTEEN
TO THE
FUND ACCOUNTING AGREEMENT
THIS AMENDMENT NUMBER SEVENTEEN, dated April 17, 2007, to the Fund
Accounting Agreement dated May 31, 1997 (the "Agreement") by and between the
parties set forth in Schedule A, attached hereto and incorporated by reference
and ▇▇▇ ▇▇▇▇▇▇ Asset Management, a Delaware statutory trust ("Asset
Management").
W I T N E S S E T H
WHEREAS, the following parties, each being an open-end management
investment company as that term is defined in the Investment Company Act of
1940, as amended, wish to become parties to the Agreement:
▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund
WHEREAS, the original parties desire to add the aforementioned
additional entities as a party to the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Schedule A of
the Agreement be amended to add the party mentioned above as party to the
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
1
ALL OF THE PARTIES SET FORTH IN SCHEDULE A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer and Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, III
Managing Director, Chief Operating Officer
2
SCHEDULE A
CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ High Income Trust II
▇▇▇ ▇▇▇▇▇▇ Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Trust For Insured Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ Trust For Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund
3
OPEN END FUNDS
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund
▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund
▇▇▇ ▇▇▇▇▇▇ Strategic Growth Fund
▇▇▇ ▇▇▇▇▇▇ Enterprise Fund
▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund
▇▇▇ ▇▇▇▇▇▇ Government Securities Fund
▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund
▇▇▇ ▇▇▇▇▇▇ Harbor Fund
▇▇▇ ▇▇▇▇▇▇ High Yield Fund
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust
on behalf of its Series
Aggressive Growth Portfolio
▇▇▇▇▇▇▇▇ Portfolio
Strategic Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund
▇▇▇ ▇▇▇▇▇▇ Pace Fund
▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund
▇▇▇ ▇▇▇▇▇▇ Reserve Fund
▇▇▇ ▇▇▇▇▇▇ Tax-Exempt Trust
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund
▇▇▇ ▇▇▇▇▇▇ Equity Trust II
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ Technology Fund
▇▇▇ ▇▇▇▇▇▇ International Advantage Fund
▇▇▇ ▇▇▇▇▇▇ American Franchise Fund
▇▇▇ ▇▇▇▇▇▇ International Growth Fund
▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund
▇▇▇ ▇▇▇▇▇▇ U.S. Government Trust
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free Trust
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund
▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Strategic Municipal Income Fund
▇▇▇ ▇▇▇▇▇▇ California Municipal Income Fund**
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund**
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund**
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund**
4
▇▇▇ ▇▇▇▇▇▇ Trust
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund
▇▇▇ ▇▇▇▇▇▇ Managed Short Term Income Fund**
▇▇▇ ▇▇▇▇▇▇ Equity Trust
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund
▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund
▇▇▇ ▇▇▇▇▇▇ Disciplined Small Cap Value Fund**
▇▇▇ ▇▇▇▇▇▇ Leaders Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Select Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇ ▇▇▇▇▇▇ Small Company Growth Fund**
▇▇▇ ▇▇▇▇▇▇ Utility Fund
▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund
▇▇▇ ▇▇▇▇▇▇ Series Fund, Inc.
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Debt Fund**
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ Global Value Equity Fund
▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund II**
**This Fund does not have investment operations as of the date first set forth
above.
5