Exhibit 99.(h)
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is made as of December
12, 2002 by and among each of the investment companies in the Lord ▇▇▇▇▇▇ Family
of Funds, as set forth on Exhibit 1 hereto, and each new Lord ▇▇▇▇▇▇ Fund added
as a party to this Agreement pursuant to section 9, (each, a "Fund" or
collectively, the "Funds") and Lord, ▇▇▇▇▇▇ & Co. LLC, a Delaware limited
liability company ("Lord ▇▇▇▇▇▇").
RECITALS
A. WHEREAS, Lord ▇▇▇▇▇▇ has entered into a Management Agreement with each
Fund whereby Lord ▇▇▇▇▇▇ provides investment management services to each Fund.
B. WHEREAS, each Fund desires to retain Lord ▇▇▇▇▇▇ to provide certain
administrative services and Lord ▇▇▇▇▇▇ is willing to provide, or arrange to
have provided, such services upon the terms and conditions as hereinafter
provided.
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. AGREEMENT TO PERFORM ADMINISTRATIVE SERVICES. Each Fund hereby
employs Lord ▇▇▇▇▇▇ under the terms and conditions of this Agreement, and Lord
▇▇▇▇▇▇ hereby accepts such employment and agrees to perform the administrative
services described below. It is understood that the persons employed by Lord
▇▇▇▇▇▇ to assist in the performance of its duties hereunder will not devote
their full time to such services, and may in fact devote a substantial portion
of their time to the performance of duties relating to Lord ▇▇▇▇▇▇'▇ provision
of services to other clients, and nothing herein shall be deemed to limit or
restrict the right of Lord ▇▇▇▇▇▇, its affiliates, and their respective
employees, to engage in and devote time and attention to other business or to
render services of whatever kind or nature to Lord ▇▇▇▇▇▇'▇ other clients.
2. LORD ▇▇▇▇▇▇ SERVICES AND DUTIES. Lord ▇▇▇▇▇▇ will provide, or
arrange to have provided in accordance with section 3 below, for each Fund those
facilities, equipment, and personnel to carry out the administrative services
which are described in Exhibit 2 hereto ("Administrative Services"). Lord ▇▇▇▇▇▇
represents that it has sufficient personnel and experience to perform the
Administrative Services, and agrees to perform such Administrative Services in
accordance with industry standards for mutual fund administrators.
In performing its duties under this Agreement, Lord ▇▇▇▇▇▇ agrees that it
shall observe and be bound by all of the provisions of (1) each Fund's Articles
of Incorporation/Declaration and Agreement of Trust and By-laws (including any
amendments thereto) which in any way limit or restrict or prohibit or otherwise
regulate any action by Lord ▇▇▇▇▇▇, (2) each Fund's registration statement, and
(3) the instructions and directions of the Boards of Directors/Trustees of each
Fund. In addition, Lord ▇▇▇▇▇▇ agrees and warrants that it will use its best
efforts to conform to and comply with the requirements of the Investment Company
Act of 1940, as amended ("1940 Act") and all other applicable federal and state
laws and regulations.
3. LORD ▇▇▇▇▇▇ SUBCONTRACTORS. It is understood that Lord ▇▇▇▇▇▇ may
from time to time employ or associate with such person or persons
("Subcontractors") as Lord ▇▇▇▇▇▇ may believe to be particularly fitted to
assist in its performance of this Agreement; provided, however, that the
compensation of such Subcontractors shall be paid by Lord ▇▇▇▇▇▇ and that Lord
▇▇▇▇▇▇ shall be as fully responsible to each Fund for the acts and omissions of
any Subcontractor as it is for its own acts and omissions. Lord ▇▇▇▇▇▇ shall use
its best efforts to ensure that any Subcontractor complies with the provisions
of section 2 above.
4. EXPENSES ASSUMED. Except as otherwise set forth in this section 4 or
as otherwise approved by the Funds' Boards of Directors/Trustees, Lord ▇▇▇▇▇▇
shall pay all expenses incurred by it in performing the Administrative Services,
including the cost of providing office facilities, equipment and personnel
related to such services. Each Fund will pay its own fees, costs, expenses or
charges relating to its assets and operations, including without limitation:
fees and expenses under the Management Agreement; fees and expenses of
Directors/Trustees not affiliated with Lord ▇▇▇▇▇▇; governmental fees; interest
charges; taxes; association membership dues; fees and charges for legal and
auditing services; fees and expenses of any custodians or trustees with respect
to custody of its assets; fees, charges and expenses of dividend disbursing
agents, registrars and transfer agents (including the cost of keeping all
necessary shareholder records and accounts, and of handling any problems
relating thereto and the expense of furnishing to all shareholders statements of
their accounts after every transaction, including the expense of mailing); costs
and expenses of repurchase and redemption of its shares; costs and expenses of
preparing, printing and mailing to shareholders ownership certificates, proxy
statements and materials, prospectuses, reports and notices; costs of preparing
reports to governmental agencies; brokerage fees and commissions of every kind
and expenses in connection with the execution of portfolio security transactions
(including the cost of any service or agency designed to facilitate the purchase
and sale of portfolio securities); and all postage, insurance premiums, and any
other fee, cost, expense or charge of any kind incurred by and on behalf of the
Trust and not expressly assumed by Lord ▇▇▇▇▇▇ under this Agreement or the
Management Agreement.
5. COMPENSATION. For the services rendered, facilities furnished and
expenses assumed by Lord ▇▇▇▇▇▇ under this Agreement, each Fund will pay to Lord
▇▇▇▇▇▇ an annual administrative services fee, computed and payable monthly, at
the annual rate of .04% of the value of the Fund's average daily net assets.
Such value shall be calculated in the same manner as provided in each Fund's
Management Agreement. It is specifically understood and agreed that any fees for
fund accounting services payable by the Funds to State Street Bank and Trust
Company pursuant to that separate Custodian and Investment Accounting Agreement
dated November 1, 2001 shall be paid directly by Lord ▇▇▇▇▇▇ on behalf of the
Funds. It is further understood and agreed that should the Funds' regulatory
environment change so that the costs to Lord ▇▇▇▇▇▇ of providing Administrative
Services increase or decrease significantly, then Lord ▇▇▇▇▇▇ and the Funds'
Boards of Directors/Trustees will consider whether it would be appropriate to
adjust the compensation under this Agreement.
6. STANDARD OF CARE. Other than to abide by the provisions hereof and
render the services called for hereunder in good faith, Lord ▇▇▇▇▇▇ assumes no
responsibility under this Agreement and, having so acted, Lord ▇▇▇▇▇▇ shall not
be held liable or accountable for any mistakes of law or fact, or for any error
or omission of its officers, directors, members or employees, or for any loss or
damage arising or resulting therefrom suffered by a Fund or any of its
shareholders, creditors, Directors/Trustees or officers; provided however, that
nothing herein shall be deemed to protect Lord ▇▇▇▇▇▇ against any liability to
the Fund or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or by reason of the
reckless disregard of its obligations and duties hereunder.
7. CONFLICTS OF INTEREST. Neither this Agreement nor any other
transaction between the parties hereto pursuant to this Agreement shall be
invalidated or in any way affected by the fact that any of the
Directors/Trustees, officers, shareholders, or other representatives of a Fund
are or may be an interested person of Lord ▇▇▇▇▇▇, or any successor or assignee
thereof, or that any or all of the officers, members, or other representatives
of Lord ▇▇▇▇▇▇ are or may be an interested person of the Fund, except as
otherwise may be provided in the 1940 Act. Lord ▇▇▇▇▇▇ in acting hereunder shall
be an independent contractor and not an agent of the Funds.
8. EFFECTIVE DATE AND TERMINATION. This Agreement shall become
effective with respect to a Fund on January 1, 2003, or at such other date as
may be set by the Fund's Board of Directors/Trustees by resolution, and shall
continue in force for two years from the date hereof, and is renewable annually
thereafter by specific approval of the Directors/Trustees of the Fund or by vote
of a majority of the outstanding voting securities of the Fund; any such renewal
shall be approved by the vote of a majority of the Directors/Trustees who are
not
parties to this Agreement or interested persons of Lord ▇▇▇▇▇▇ or of the Fund,
cast in person at a meeting called for the purpose of voting on such renewal.
This Agreement may be terminated without penalty at any time by the
Directors/Trustees of a Fund or by Lord ▇▇▇▇▇▇ on 60 days' written notice. This
Agreement shall automatically terminate in the event of its assignment. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meaning as those terms are
defined in the 1940 Act.
9. ADDITION OF NEW FUNDS TO AGREEMENT. In the event that a new fund is
created in the Lord ▇▇▇▇▇▇ Family of Funds and such fund wishes to engage Lord
▇▇▇▇▇▇ to perform Administrative Services under this Ageement, such fund shall
be entitled to do so by executing and delivering to Lord ▇▇▇▇▇▇ a document
accepting this Agreement. The employment of Lord ▇▇▇▇▇▇ on behalf of any new
fund shall become effective upon Lord ▇▇▇▇▇▇'▇ receipt of such counterpart
executed by such new fund.
10. INDIVIDUAL LIABILITY. The obligations of each Company/Trust,
including those imposed hereby, are not personally binding upon, nor shall
resort be had to the private property of, any of the Directors/Trustees,
shareholders, officers, employees or agents of the Company/Trust individually,
but are binding only upon the assets and property of the Company/Trust. Any and
all personal liability, either at common law or in equity, or by statute or
constitution, of every such Director/Trustee, shareholder, officer, employee or
agent for any breach by the Company/Trust of any agreement, representation or
warranty hereunder is hereby expressly waived as a condition of and in
consideration for the execution of this Agreement by the Company/Trust.
11. LIABILITY OF FUNDS SEVERAL AND NOT JOINT. The obligations of a Fund
under this Agreement are enforceable solely against that Fund and its assets.
12. DELAWARE LAW. This Agreement shall be construed and the provisions
interpreted under and in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative.
On Behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF June 30, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Limited Duration U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Total Return Fund
U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
International Series
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ U.S. Government Securities Money Market Fund, Inc.
EXHIBIT 2
TO
ADMINISTRATIVE SERVICES AGREEMENT
In accordance with section 2 of the Agreement, Lord ▇▇▇▇▇▇ will provide, or
arrange to have provided, the following Administrative Services for each Fund:
(a) FUND ACCOUNTING, FINANCIAL REPORTING, SHAREHOLDER SERVICING AND
TECHNOLOGY
(1) Perform Fund accounting services which include, but are not
limited to, daily NAV calculation and dissemination, and
maintenance of books and records as required by Rule 31 (a) of
the ▇▇▇▇ ▇▇▇.
(2) Perform the functions of a mutual fund's chief financial
officer and treasurer.
(3) Perform Fund budgeting and accounts payable functions.
(4) Perform Financial Reporting, including reports to the Board of
Directors/Trustees, and preparation of financial statements,
NSARs and registration statements.
(5) Coordinate regulatory examinations.
(6) Calculate and facilitate payment of dividends.
(7) Oversee the preparation and ensure the filing of all
Federal/State Tax Returns.
(8) Monitor the Fund's compliance with IRS regulations.
(9) Monitor compliance with Fund policies on valuing (pricing) all
Fund assets.
(10) Monitor Transfer Agent to ensure shareholder accounts are being
processed in compliance with the appropriate regulations and
are reflected appropriately in the Fund's records. Ensure 12b-1
payments being paid by the Fund are accurate and in accordance
with the 12b-1 plans.
(11) Maintain the technology platforms and market data feeds
necessary for the daily accounting and reporting functions set
forth in this Agreement.
(b) LEGAL, COMPLIANCE AND BLUE SKY FUNCTIONS
(1) Prepare and maintain files of all Board and shareholder meeting
materials, including minutes.
(2) Monitor compliance by each Fund with various conditions imposed
by exemptive orders and/or regulatory requirements relating to
multiple classes of shares, and fund of funds.
(3) Prepare and review periodic Prospectus/Statement of Additional
Information compliance reports.
(4) Prepare, update and file with the SEC the Funds' registration
statements, including pre-effective and post-effective
amendments, Prospectuses, SAIs, and supplements.
(5) Prepare and/or review and file proxy materials with the SEC.
(6) Review annual and semi-annual reports of the Funds.
(7) Negotiate D&O/E&O insurance matters and annual renewals on
behalf of the Funds.
(8) Monitor fidelity bond coverage for the Funds.
(9) Review Rule 24f-2 notices relating to registration fees and
file with the SEC.
(10) Coordinate regulatory examinations of the Funds.
(11) Assist in preparation of Board members' questionnaires.
(12) Register Fund shares with appropriate state blue sky
authorities.
(13) Obtain and renew all sales permits required by relevant state
authorities in order to permit the sale of shares in the state.
(14) Monitor the sale of shares in individual states.
(15) Respond to all blue sky audit and examination issues.
9
AMENDMENT 1
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following funds to
Exhibit 1 of the Agreement:
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Growth Opportunities Portfolio
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 30th day of April, 2003.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF APRIL 30, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Limited Duration U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Total Return Fund
U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
International Series
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ U.S. Government Securities Money Market Fund, Inc.
AMENDMENT 2
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following funds to
Exhibit 1 of the Agreement:
Lord ▇▇▇▇▇▇ Investment Trust
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Securities Trust
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 30th day of June, 2003.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF JUNE 30, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Limited Duration U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Total Return Fund
U.S. Government Securities Series
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
International Series
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ U.S. Government Securities Money Market Fund, Inc.
AMENDMENT 3
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following fund to Exhibit 1
of the Agreement:
Lord ▇▇▇▇▇▇ Securities Trust
Lord ▇▇▇▇▇▇ International Core Equity Fund
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 15th day of December, 2003.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money Market
Fund, Inc.
AMENDMENT 4
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
amend SECTION 5. COMPENSATION;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The first sentence of Section 5 is hereby amended to read as follows:
For the services rendered, facilities furnished and expenses assumed
by Lord ▇▇▇▇▇▇ under this Agreement, each Fund (other than Lord ▇▇▇▇▇▇
Securities Trust - Alpha Series and Lord ▇▇▇▇▇▇ Investment Trust -
Balanced Series) will pay to Lord ▇▇▇▇▇▇ an annual administrative
services fee, computed and payable monthly, at the annual rate of .04%
of the value of the Fund's average daily net assets.
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective with respect to the change in compensation
relating to Lord ▇▇▇▇▇▇ Securities Trust - Alpha Series as of March 1,
2004 and relating to Lord ▇▇▇▇▇▇ Investment Trust - Balanced Series as
of April 1, 2004.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money
Market Fund, Inc.
AMENDMENT 5
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
amend EXHIBIT 2;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The first part of the first sentence of Exhibit 2 is hereby amended to
read as follows:
In accordance with section 2 of the Agreement, Lord ▇▇▇▇▇▇ will
provide, or arrange to have provided, to each Fund all Administrative
Services (to the extent that such services do not constitute advisory
services provided to the Fund under the Investment Management
Agreement) including the following Administrative Services for each
Fund:
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of December 9, 2004.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Tax-Free Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money
Market Fund, Inc.
AMENDMENT 6
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following fund to Exhibit 1
of the Agreement:
Lord ▇▇▇▇▇▇ Municipal Income Trust
(formerly Lord ▇▇▇▇▇▇ Tax-Free Income Trust)
-Lord ▇▇▇▇▇▇ High Yield Municipal Bond Fund
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 30th day of December, 2004.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF DECEMBER 30, 2004)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Lord ▇▇▇▇▇▇ Large-Cap Core Fund
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Municipal Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ High Yield Municipal Bond Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money Market
Fund, Inc.
AMENDMENT 7
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following fund to Exhibit 1
of the Agreement:
Lord ▇▇▇▇▇▇ Series Fund, Inc.
-Lord ▇▇▇▇▇▇ Large-Cap Core Portfolio
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 13th day of April, 2005.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By:
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By:
---------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF APRIL 13, 2005)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Lord ▇▇▇▇▇▇ Large-Cap Core Fund
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Large-Cap Core Portfolio
Lord ▇▇▇▇▇▇ Municipal Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Municipal Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ High Yield Municipal Bond Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money Market
Fund, Inc.
AMENDMENT 8
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord ▇▇▇▇▇▇ Family of Funds
(each, a "Fund" or collectively, the "Funds") as set forth on Exhibit 1
and
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇")
WHEREAS, the Investment Companies named on Exhibit 1 and Lord ▇▇▇▇▇▇
entered into an Administrative Services Agreement dated December 12, 2002, as
may be amended from time to time (the "Agreement");
WHEREAS, Section 9 of the Agreement provides for the addition to the
Agreement of new funds created in the Lord ▇▇▇▇▇▇ Family of Funds where such
funds wish to engage Lord ▇▇▇▇▇▇ to perform Administrative Services under the
Agreement;
WHEREAS, the Funds and Lord ▇▇▇▇▇▇ desire to further amend the Agreement to
include additional funds;
NOW THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
mutually agree to amend the Agreement in the following respects:
1. The Agreement is hereby amended to add the following fund to Exhibit 1
of the Agreement:
Lord ▇▇▇▇▇▇ Investment Trust
-Lord ▇▇▇▇▇▇ Income Strategy Fund
-Lord ▇▇▇▇▇▇ World Growth & Income Strategy Fund
2. The first sentence of Section 5 is hereby amended to read as follows:
For the services rendered, facilities furnished and expenses assumed
by Lord ▇▇▇▇▇▇ under this Agreement, each Fund (other than Lord ▇▇▇▇▇▇
Securities Trust - Alpha Series and Lord ▇▇▇▇▇▇ Investment Trust -
Balanced Series, Lord ▇▇▇▇▇▇ Income Strategy Fund and Lord ▇▇▇▇▇▇
World Growth & Income Strategy Fund) will pay to Lord ▇▇▇▇▇▇ an annual
administrative services fee, computed and payable monthly, at the
annual rate of .04% of the value of the Fund's average daily net
assets.
3. The Agreement shall remain the same in all other respects.
4. The Amendment is effective as of the 29th day of June, 2005.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
On behalf of each of the Lord ▇▇▇▇▇▇ Funds
listed on Exhibit 1 Attached hereto
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Attested:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
LORD, ▇▇▇▇▇▇ & CO. LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------
▇▇▇▇▇▇ ▇. ▇▇▇
Managing Member
Attested:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member, General Counsel
EXHIBIT 1 (AMENDED AS OF JUNE 29, 2005)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord ▇▇▇▇▇▇ Family of Funds:
Lord ▇▇▇▇▇▇ Affiliated Fund, Inc.
Lord ▇▇▇▇▇▇ Blend Trust
Lord ▇▇▇▇▇▇ Small-Cap Blend Fund
Lord ▇▇▇▇▇▇ Bond-Debenture Fund, Inc.
Lord ▇▇▇▇▇▇ Developing Growth Fund, Inc.
Lord ▇▇▇▇▇▇ Global Fund, Inc.
Equity Series
Income Series
Lord ▇▇▇▇▇▇ Investment Trust
Balanced Series
Lord ▇▇▇▇▇▇ Core Fixed Income Fund
Lord ▇▇▇▇▇▇ High Yield Fund
Lord ▇▇▇▇▇▇ Limited Duration U.S. Government & Government Sponsored
Enterprises Fund
Lord ▇▇▇▇▇▇ Total Return Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Fund
Lord ▇▇▇▇▇▇ Convertible Fund
Lord ▇▇▇▇▇▇ Income Strategy Fund
Lord ▇▇▇▇▇▇ World Growth & Income Strategy Fund
Lord ▇▇▇▇▇▇ Large-Cap Growth Fund
Lord ▇▇▇▇▇▇ Mid-Cap Value Fund, Inc.
Lord ▇▇▇▇▇▇ Research Fund, Inc.
Lord ▇▇▇▇▇▇ America's Value Fund
Lord ▇▇▇▇▇▇ Growth Opportunities Fund
Lord ▇▇▇▇▇▇ Large-Cap Core Fund
Small-Cap Value Series
Lord ▇▇▇▇▇▇ Securities Trust
Alpha Series
Lord ▇▇▇▇▇▇ All Value Fund
Lord ▇▇▇▇▇▇ International Opportunities Fund
Lord ▇▇▇▇▇▇ Micro-Cap Growth Fund
Lord ▇▇▇▇▇▇ Micro-Cap Value Fund
Lord ▇▇▇▇▇▇ Large-Cap Value Fund
Lord ▇▇▇▇▇▇ International Core Equity Fund
Lord ▇▇▇▇▇▇ Series Fund, Inc.
All Value Portfolio
America's Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Mid-Cap Value Portfolio
Large-Cap Core Portfolio
Lord ▇▇▇▇▇▇ Municipal Income Fund, Inc.
Lord ▇▇▇▇▇▇ California Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Connecticut Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Minnesota Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Missouri Tax-Free Income Fund
Lord ▇▇▇▇▇▇ National Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund
Lord ▇▇▇▇▇▇ New York Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Washington Tax-Free Income Fund
Lord ▇▇▇▇▇▇ Municipal Income Trust
Florida Series
Georgia Series
Michigan Series
Pennsylvania Series
Lord ▇▇▇▇▇▇ Insured Intermediate Tax-Free Fund
Lord ▇▇▇▇▇▇ High Yield Municipal Bond Fund
Lord ▇▇▇▇▇▇ U.S. Government & Government Sponsored Enterprises Money Market
Fund, Inc.