EXHIBIT 13(f)
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 VAN KAMPEN INVESTMENTS
INC., a Delaware corporation ("Van Kampen").
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, Van Kampen and its affiliates have the capability of providing
certain legal services to the Funds; and
WHEREAS, each Fund desires to utilize Van Kampen and its affiliates in the
provision of such legal services; and
WHEREAS, Van Kampen 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 Van Kampen. Van Kampen and/or personnel of affiliates of
Van Kampen under the direction of Van Kampen shall provide each of the
Funds the legal services (the "Legal Services") as set forth in Paragraph
2 of this Agreement. Van Kampen 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. Van Kampen and/or personnel of affiliates
of Van Kampen 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. Van
Kampen shall hire persons and/or supervise personnel of affiliates of Van
Kampen (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 Van Kampen 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 Van Kampen or its
subsidiaries act as investment adviser and distributor ("Van Kampen
Non-Participating Funds") and for other matters. The aggregate of time
spent on matters for the Funds and Van Kampen 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 Van Kampen (or the affiliate of Van Kampen
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. Van Kampen 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, Van Kampen will receive
no other compensation in connection with Legal Services rendered in
accordance with this Agreement, and Van Kampen 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 Van
Kampen Non-Participating Fund. Van Kampen shall assume the costs of Legal
Services Expenses for the Van Kampen 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 Van Kampen
Non-Participating Funds) based on such specific time allocations; and (b)
in the
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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 Van Kampen in connection
with the performance of its duties under this Agreement will remain the
property of each respective Fund and will be preserved by Van Kampen 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 Van Kampen. Van Kampen 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 Van Kampen, its agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold Van Kampen
harmless from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by Van Kampen resulting from (a) any
claim, demand, action or suit in connection with Van Kampen's acceptance
of this Agreement; (b) an action or omission by Van Kampen in the
performance of its duties hereunder; (c) Van Kampen's acting upon
instructions believed by it to have been executed by a duly authorized
officer of the Fund; or (d) Van Kampen's acting upon information provided
by the Fund in form and under policies agreed to by Van Kampen and the
Fund. Van Kampen shall not be entitled to such indemnification in respect
of action or omissions constituting negligence or willful misconduct of
Van Kampen or its agents or contractors. Prior to admitting any claim
against it which may be subject to this indemnification, Van Kampen shall
give the Fund reasonable opportunity to defend against said claim on its
own name or in the name of Van Kampen.
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8. Indemnification By Van Kampen. Van Kampen 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 Van Kampen's failure to comply with
the terms of this Agreement or which arises out of the negligence or
willful misconduct of Van Kampen 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 Van Kampen
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 Van
Kampen (including Van Kampen'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 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 Van Kampen 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 Van Kampen, any subsidiary or affiliate
serves as investment advisor or distributor.
12. Assignment. Any interest of Van Kampen under this Agreement shall not be
assigned or transferred, either voluntarily or involuntarily, by operation
of
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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 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181, Attention: Treasurer and the address of
Van Kampen, for this purpose is 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181, 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, Van Kampen 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/ John Sullivan
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John Sullivan
Vice President and Treasurer
VAN KAMPEN INVESTMENTS INC.
By: /s/ A. Thomas Smith
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A. Thomas Smith
Managing Director
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SCHEDULE 1
OPEN END FUNDS
VAN KAMPEN SERIES FUND, INC.
Van Kampen American Value Fund
Van Kampen Asian Equity Fund
Van Kampen Emerging Markets Fund
Van Kampen Equity Growth Fund
Van Kampen European Value Equity Fund
Van Kampen Focus Equity Fund
Van Kampen Global Equity Allocation Fund
Van Kampen Global Franchise Fund
Van Kampen Global Value Equity Fund
Van Kampen International Magnum Fund
Van Kampen Latin American Fund
Van Kampen Mid Cap Growth Fund
Van Kampen Value Fund
Van Kampen Worldwide High Income Fund
VAN KAMPEN U.S. GOVERNMENT TRUST
Van Kampen U.S. Government Fund
VAN KAMPEN TAX FREE TRUST
Van Kampen California Insured Tax Free Fund
Van Kampen Insured Tax Free Income Fund
Van Kampen Intermediate Term Municipal Income Fund
Van Kampen Municipal Income Fund
Van Kampen New York Tax Free Income Fund
Van Kampen Strategic Municipal Income Fund
Van Kampen Pennsylvania Tax Free Income Fund
VAN KAMPEN EQUITY TRUST
Van Kampen Aggressive Growth Fund
Van Kampen Growth Fund
Van Kampen Select Growth Fund
Van Kampen Small Cap Growth Fund
Van Kampen Small Cap Value Fund
Van Kampen Utility Fund
Van Kampen Value Opportunities Fund
VAN KAMPEN TRUST
Van Kampen High Yield Fund
VAN KAMPEN EQUITY TRUST II
Van Kampen Technology Fund
Van Kampen Tax Managed Equity Growth Fund
Van Kampen International Advantage Fund
Van Kampen Tax Free Money Fund
VAN KAMPEN LIFE INVESTMENT TRUST
Aggressive Growth Portfolio
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CLOSED END FUNDS
Van Kampen Advantage Municipal Income Trust
Van Kampen Advantage Municipal Income Trust II
Van Kampen Advantage Pennsylvania Municipal Income Trust
Van Kampen California Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen Municipal Income Trust
Van Kampen Municipal Opportunity Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Prime Rate Income Trust
Van Kampen Select Sector Municipal Trust
Van Kampen Senior Floating Rate Fund
Van Kampen Senior Income Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Value Municipal Income Trust
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