Exhibit (k)(3)
AMENDED AND RESTATED
LEGAL SERVICES AGREEMENT
THIS AGREEMENT, dated as of September 1, 2002, by and between the
parties as set forth in Schedule 1, attached hereto and incorporated by
reference (designated collectively hereafter as the "Funds"), and ▇▇▇ ▇▇▇▇▇▇
INVESTMENTS INC., a Delaware corporation ("▇▇▇ ▇▇▇▇▇▇").
W I T N E S S E T H :
WHEREAS, each of the Funds is registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ and its affiliates have the capability of providing
certain legal services to the Funds; and
WHEREAS, each Fund desires to utilize ▇▇▇ ▇▇▇▇▇▇ and its affiliates in
the provision of such legal services; and
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ and its affiliates intend to provide 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 ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ and/or personnel of affiliates of
▇▇▇ ▇▇▇▇▇▇ under the direction of ▇▇▇ ▇▇▇▇▇▇ shall provide each of the
Funds the legal services (the "Legal Services") as set forth in
Paragraph 2 of this Agreement. ▇▇▇ ▇▇▇▇▇▇ accepts such appointments and
agrees to furnish the Legal Services in return for the compensation
provided in Paragraph 3 of this Agreement.
2. Legal Services to be Provided. ▇▇▇ ▇▇▇▇▇▇ and/or personnel of
affiliates of ▇▇▇ ▇▇▇▇▇▇ will provide to the Funds the following legal
services, including without limitation: accurate maintenance of the
Funds' corporate minute books and records, preparation and oversight of
each Fund's regulatory reports and other information provided to
shareholders as well as responding to day-to-day legal issues on behalf
of the Funds. ▇▇▇ ▇▇▇▇▇▇ shall hire persons and/or supervise personnel
of affiliates of ▇▇▇ ▇▇▇▇▇▇ (collectively
the "Legal Services Group") as needed to provide such Legal Services
and in such numbers as may be agreed from time to time.
3. Expenses and Reimbursement. The Legal Services expenses (the "Legal
Services Expenses") for which ▇▇▇ ▇▇▇▇▇▇ may be reimbursed are salary
and salary related benefits, including but not limited to bonuses,
group insurance and other regular wages paid to the personnel of the
Legal Services Group. Each member of the Legal Services Group will
complete as of the last business day of each month, a time allocation
sheet indicating the monthly time spent (reflected as a percentage) on
matters relating to the Funds, on matters relating to other funds for
which ▇▇▇ ▇▇▇▇▇▇ or its subsidiaries act as investment adviser and
distributor ("▇▇▇ ▇▇▇▇▇▇ Non-Participating Funds") and for other
matters. The aggregate of time spent on matters for the Funds and ▇▇▇
▇▇▇▇▇▇ Non-Participating Funds is referred to herein as the "Fund
Percentage". Each member's Fund Percentage shall be multiplied by each
member's individual Legal Service Expense; the resulting product for
each member shall then be aggregated to arrive at the Legal Services
Expenses that can be allocated as set forth in Paragraph 4 ("Allocable
Legal Services Expenses"). The Legal Services Expenses will be paid by
▇▇▇ ▇▇▇▇▇▇ (or the affiliate of ▇▇▇ ▇▇▇▇▇▇ employing such Legal
Services Group persons) and that portion of such Legal Services
Expenses allocated to the Funds as set forth in Paragraph 4 shall be
reimbursed by the Funds. ▇▇▇ ▇▇▇▇▇▇ will tender to each Fund a monthly
invoice within five business days of the last business day of each
month which shall certify the total Legal Service Expenses expended and
allocated to such Fund. Except as provided herein, ▇▇▇ ▇▇▇▇▇▇ will
receive no other compensation in connection with Legal Services
rendered in accordance with this Agreement, and ▇▇▇ ▇▇▇▇▇▇ and its
affiliates will be responsible for all other expenses relating to the
providing of Legal Services.
4. Payment for Allocable Legal Services Expense Among the Funds. Each
month, one half (50%) of the Allocable Legal Services Expenses incurred
under the Agreement shall be attributable equally to each respective
Fund and ▇▇▇ ▇▇▇▇▇▇ Non-Participating Fund. ▇▇▇ ▇▇▇▇▇▇ shall assume the
costs of Legal Services Expenses for the ▇▇▇ ▇▇▇▇▇▇ Non-Participating
Funds for which reimbursement is not received. The remaining one half
(50%) of the Allocable Legal Services Expenses shall be in allocated
(a) in the event services are attributable to specific funds (including
the ▇▇▇ ▇▇▇▇▇▇ Non-
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Participating Funds) based on such specific time allocations; and (b)
in the event services are attributable only to types of funds (i.e.
closed-end and open-end funds), the relative amount of time spent on
each type of fund and then further allocated between funds of that type
on the basis of relative net assets at the end of the period.
5. Maintenance of Records. All records maintained by ▇▇▇ ▇▇▇▇▇▇ in
connection with the performance of its duties under this Agreement will
remain the property of each respective Fund and will be preserved by
▇▇▇ ▇▇▇▇▇▇ 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 1940 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 ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ 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 negligence or misconduct on
the part of ▇▇▇ ▇▇▇▇▇▇, its agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold ▇▇▇ ▇▇▇▇▇▇
harmless from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by ▇▇▇ ▇▇▇▇▇▇ resulting from (a)
any claim, demand, action or suit in connection with ▇▇▇ ▇▇▇▇▇▇'▇
acceptance of this Agreement; (b) an action or omission by ▇▇▇ ▇▇▇▇▇▇
in the performance of its duties hereunder; (c) ▇▇▇ ▇▇▇▇▇▇'▇ acting
upon instructions believed by it to have been executed by a duly
authorized officer of the Fund; or (d) ▇▇▇ ▇▇▇▇▇▇'▇ acting upon
information provided by the Fund in form and under policies agreed to
by ▇▇▇ ▇▇▇▇▇▇ and the Fund. ▇▇▇ ▇▇▇▇▇▇ shall not be entitled to such
indemnification in respect of action or omissions constituting
negligence or willful misconduct of ▇▇▇ ▇▇▇▇▇▇ or its agents or
contractors. Prior to admitting any claim against it which may be
subject to this indemnification, ▇▇▇ ▇▇▇▇▇▇ shall give the Fund
reasonable opportunity to defend against said claim on its own name or
in the name of ▇▇▇ ▇▇▇▇▇▇.
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8. Indemnification By ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇'▇
failure to comply with the terms of this Agreement or which arises out
of the negligence or willful misconduct of ▇▇▇ ▇▇▇▇▇▇ or its agents or
contractors; provided, that such negligence or misconduct is not
attributable to the Funds, their agents or contractors. Prior to
admitting any claim against it which may be subject to this
indemnification, the Fund shall give ▇▇▇ ▇▇▇▇▇▇ 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 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
▇▇▇ ▇▇▇▇▇▇ (including ▇▇▇ ▇▇▇▇▇▇'▇ 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 effect 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. The Agreement may be
modified or amended from time to time by mutual agreement between
parties, and the Funds shall reimburse ▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇
▇▇▇▇▇▇, any subsidiary or affiliate serves as investment advisor or
distributor.
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12. Assignment. Any interest of ▇▇▇ ▇▇▇▇▇▇ 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
Fund. This Agreement shall automatically and immediately terminate in
the event of its assignment without the prior written consent of the
Fund.
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:
Treasurer and the address of ▇▇▇ ▇▇▇▇▇▇, for this purpose is ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer.
14. Personal Liability. As provided for in the Declaration of Trust of the
various Funds, under which the Funds are organized as unincorporated
trusts under the laws of the State of Delaware, Massachusetts or
Pennsylvania, as the case may be, the shareholders, trustees, officers,
employees and other agents of the Fund shall not personally be bound by
or liable for the matters set forth hereunder, 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 operations of this
agreement, ▇▇▇ ▇▇▇▇▇▇ 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 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 the 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 effect.
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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 1 ATTACHED HERETO
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President and Treasurer
▇▇▇ ▇▇▇▇▇▇ INVESTMENTS INC.
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇
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A. ▇▇▇▇▇▇ ▇▇▇▇▇
Managing Director
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SCHEDULE 1
OPEN END FUNDS
▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC.
▇▇▇ ▇▇▇▇▇▇ American Value Fund
▇▇▇ ▇▇▇▇▇▇ Asian Equity Fund
▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇ ▇▇▇▇▇▇ Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ European Value Equity Fund
▇▇▇ ▇▇▇▇▇▇ Focus Equity Fund
▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund
▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund
▇▇▇ ▇▇▇▇▇▇ Global Value Equity Fund
▇▇▇ ▇▇▇▇▇▇ International Magnum Fund
▇▇▇ ▇▇▇▇▇▇ Latin American Fund
▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Value Fund
▇▇▇ ▇▇▇▇▇▇ Worldwide High Income Fund
▇▇▇ ▇▇▇▇▇▇ U.S. GOVERNMENT TRUST
▇▇▇ ▇▇▇▇▇▇ U.S. Government Fund
▇▇▇ ▇▇▇▇▇▇ TAX FREE TRUST
▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund
▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST
▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇ ▇▇▇▇▇▇ Growth Fund
▇▇▇ ▇▇▇▇▇▇ Select Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇ ▇▇▇▇▇▇ Utility Fund
▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund
▇▇▇ ▇▇▇▇▇▇ TRUST
▇▇▇ ▇▇▇▇▇▇ High Yield Fund
▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST II
▇▇▇ ▇▇▇▇▇▇ Technology Fund
▇▇▇ ▇▇▇▇▇▇ Tax Managed Equity Growth Fund
▇▇▇ ▇▇▇▇▇▇ International Advantage Fund
▇▇▇ ▇▇▇▇▇▇ Tax Free Money Fund
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST
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Aggressive Growth Portfolio
CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ High Income Trust II
▇▇▇ ▇▇▇▇▇▇ Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund
▇▇▇ ▇▇▇▇▇▇ Senior Income Trust
▇▇▇ ▇▇▇▇▇▇ Trust for Insured Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ Trust for Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ Dynamic Credit Opportunities Fund
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