-7-
NYA 691088.10
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of the 1st day of
November, 2004 by and between the registered investment
companies, including any portfolio/series thereof, as set forth
on Schedule A (each, a Fund and collectively, the Funds) as
may be amended from time to time, and Xxxxxx Xxxxxxx Investment
Advisors Inc., a Delaware corporation (hereinafter called the
Investment Adviser):
WHEREAS, each Fund is engaged in business as an open-end
management investment company or as a closed-end management
investment company, as identified as such on Schedule A, and is
registered as such under the Investment Company Act of 1940, as
amended (the Act); and
WHEREAS, the Investment Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940, and
engages in the business of acting as investment adviser; and
WHEREAS, each Fund entered into an Investment Management
Agreement to provide management and investment advisory services
with the Investment Adviser, or its predecessor as the case may
be, effective as of the date set forth in Schedule A (the
Current Investment Management Agreements); and
WHEREAS, as of May 1, 2004, the Current Investment
Management Agreements were amended and restated to combine the
Current Investment Management Agreements into a single Amended
and Restated Investment Management Agreement (the Amended and
Restated Investment Management Agreement) to reflect the current
parties to such agreements and to make other ministerial changes
designed to facilitate the administration of the Amended and
Restated Investment Management Agreement; and
WHEREAS, each Fund desires to retain the Investment Adviser
to render investment advisory services in the manner and on the
terms and conditions hereinafter set forth; and
WHEREAS, the Investment Adviser desires to be retained to
perform said services on said terms and conditions; and
WHEREAS, each Fund and the Investment Adviser desires to
provide for the administrative and other management services that
the Investment Adviser provided under the Amended and Restated
Investment Management Agreement in a separate Administration
Agreement (the Administration Agreement) to be entered into by
each Fund with Xxxxxx Xxxxxxx Services Company Inc.; and
WHEREAS, this Agreement further amends and restates the
Amended and Restated Investment Management Agreement to remove
the provisions relating to the administrative and other
management services, and to reduce the fees payable by the Funds
hereunder but otherwise reflects the current parties to the
Amended and Restated Investment Management Agreement (and Annexes
1, 2 and 3 will be amended, if necessary, to add a Fund when such
Fund is first included in Schedule A);
W I T N E S S E T H
In consideration of the mutual covenants and agreements of
the parties hereto as hereinafter contained, each Fund and the
Investment Adviser agree as follows:
1. Each Fund hereby retains the Investment Adviser to act as
investment adviser of such Fund and, subject to the supervision
of the Trustees/Directors, to supervise the investment activities
of such Fund as hereinafter set forth. Without limiting the
generality of the foregoing, the Investment Adviser shall obtain
and evaluate such information and advice relating to the economy,
securities, securities markets and commodities markets as it
deems necessary or useful to discharge its duties hereunder;
shall continuously manage the assets of each Fund in a manner
consistent with the investment objectives and policies of a Fund;
shall determine the securities to be purchased, sold or otherwise
disposed of by a Fund and the timing of such purchases, sales and
dispositions; and shall take such further action, including the
placing of purchase and sale orders on behalf of a Fund, as the
Investment Adviser shall deem necessary or appropriate. The
Investment Adviser shall also furnish to or place at the disposal
of each Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Adviser in the
discharge of its duties as each Fund may, from time to time,
reasonably request.
2. In connection with those Funds identified in Annex 1 to this
Agreement and as permitted in their respective Current Investment
Management Agreements, and in connection with all Funds added to
Schedule A after the date hereof, the Investment Adviser may,
subject to the approval of the Board of Trustees/Directors (and
in the case of the Xxxxxx Xxxxxxx European Growth Fund Inc.,
Xxxxxx Xxxxxxx International SmallCap Fund, Xxxxxx Xxxxxxx Japan
Fund, Xxxxxx Xxxxxxx Pacific Growth Fund Inc. and Xxxxxx Xxxxxxx
Variable Investment Series (on behalf of its European Growth
Portfolio) shall) at its own expense, enter into a Sub-Advisory
Agreement with a Sub-Advisor to make determinations as to certain
or all of the securities and commodities to be purchased, sold or
otherwise disposed of by such Funds and the timing of such
purchases, sales and dispositions and to take such further
action, including the placing of purchase and sale orders on
behalf of such Funds as the Sub-Advisor, in consultation with the
Investment Adviser, shall deem necessary or appropriate; provided
that the Investment Adviser shall be responsible for monitoring
compliance by such Sub-Advisor with the investment policies and
restrictions of such Funds and with such other limitations or
directions as the Trustees/Directors of the Fund may from time to
time prescribe.
3. The Investment Adviser shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with
such other persons as it shall from time to time determine to be
necessary or useful to the performance of its obligations under
this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Investment Adviser
shall be deemed to include persons employed or otherwise retained
by the Investment Adviser to furnish statistical and other
factual data, advice regarding economic factors and trends,
information with respect to technical and scientific
developments, and such other information, advice and assistance
as the Investment Adviser may desire.
4. Each Fund will, from time to time, furnish or otherwise make
available to the Investment Adviser such financial reports, proxy
statements and other information relating to the business and
affairs of such Fund as the Investment Adviser may reasonably
require in order to discharge its duties and obligations
hereunder.
5. The Investment Adviser shall bear the cost of rendering the
investment advisory and supervisory services to be performed by
it under this Agreement, and shall, at its own expense, pay the
compensation of the officers and employees, if any, of the Funds
who are also directors, officers or employees of the Investment
Adviser.
6. Except as otherwise provided in the Administration
Agreement, each Fund assumes and shall pay or cause to be paid
all other expenses of such Fund, including without limitation:
fees and expenses payable under the Administration Agreement, the
charges and expenses of any registrar, any custodian or
depository appointed by the Fund for the safekeeping of its cash,
portfolio securities and commodities and other property, and any
stock transfer or dividend agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with
portfolio securities transactions to which the Fund is a party;
all taxes, including securities and commodities issuance and
transfer taxes, and fees payable by the Fund to Federal, State or
other governmental agencies; the cost and expense of engraving or
printing share certificates representing shares of the Fund; all
costs and expenses in connection with the registration and
maintenance of registration of the Fund and its shares with the
Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and
disbursements of counsel); the cost and expense of printing
(including typesetting) and distributing prospectuses of the Fund
and supplements thereto to the Fund's shareholders; all expenses
of shareholders' and Trustees'/Directors' meetings and of
preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees/Directors or
members of any advisory board or committee who are not employees
of the Investment Adviser or any corporate affiliate of the
Investment Adviser; all expenses incident to the payment of any
dividend, distribution, withdrawal or redemption (and in the case
of the closed-end funds, any dividend or distribution program),
whether in shares or in cash; charges and expenses of any outside
pricing service used for pricing of the Fund's shares; charges
and expenses of legal counsel, including counsel to the
Trustees/Directors of the Fund who are not interested persons (as
defined in the Act) of the Fund or the Investment Adviser, and of
independent accountants in connection with any matter relating to
the Fund; membership dues of the Investment Company Institute
(and in the case of the closed-end funds, other appropriate
industry associations); interest payable on Fund borrowings; (and
in the case of the closed-end funds, fees and expenses incident
to the listing of the funds' shares on any stock exchange);
postage; insurance premiums on property or personnel (including
officers and Trustees/Directors) of the Fund which inure to its
benefit; extraordinary expenses (including but not limited to
legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs
of the Fund's operation.
7. For the services to be rendered, the facilities furnished,
and the expenses assumed by the Investment Adviser, each Fund
shall pay to the Investment Adviser monthly compensation
determined by applying the annual rates to the Fund's daily net
assets (weekly net assets with respect to each closed-end fund)
as set forth in Schedule A, provided, however, that in no event
will the sum of the fee payable hereunder by each Fund to the
Investment Adviser hereunder and the fee payable by that Fund
under the Administration Agreement, as that agreement may be
amended from time to time, exceed the fee payable by the Fund
under the Amended and Restated Investment Management Agreement.
For the purposes of calculating the advisory fee hereunder and
the administrative fee under the Administration Agreement for the
closed-end funds referenced on Annex 2 the liquidation preference
of any Preferred Shares issued by each of such Funds will not be
deducted from the Fund's total assets. Except as hereinafter set
forth, compensation under this Agreement shall be calculated and
accrued daily and the amounts of the daily accruals shall be paid
monthly. Such calculations shall be made by applying 1/365ths of
the annual rates to each Fund's net assets each day determined as
of the close of business on that day or the last previous
business day.
In connection with the closed-end funds identified on
Schedule A, compensation under this Agreement shall be calculated
and accrued weekly and paid monthly by applying the annual rates
to the average weekly net assets of the Fund determined as of the
close of the last business day of each week, except for such
closed-end funds as may be specified in Schedule A. At the
request of the Investment Adviser, compensation hereunder shall
be calculated and accrued at more frequent intervals in a manner
consistent with the calculation of fees on a weekly basis.
If this Agreement becomes effective subsequent to the first
day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the
calculation of the fees as set forth in Schedule A. Subject to
the provisions of paragraph 8 hereof, payment of the Investment
Adviser's compensation for the preceding month shall be made as
promptly as possible after completion of the computation
contemplated by paragraph 8 hereof.
8. This section is applicable only to those Funds listed on
Annex 3 and subject to any fund specific requirements set forth
in Annex 3. In the event the operating expenses of those Funds
identified in Annex 3 to this Agreement, including amounts
payable to the Investment Adviser pursuant to paragraph 7 hereof
and the amounts payable by the Funds under the Administration
Agreement, for any fiscal year ending on a date on which this
Agreement is in effect, exceed the expense limitations applicable
to a Fund imposed by state securities laws or regulations
thereunder, as such limitations may be raised or lowered from
time to time, the Investment Adviser shall reduce its advisory
fee to the extent of such excess and, if required, pursuant to
any such laws or regulations, will reimburse a Fund for annual
operating expenses in excess of any expense limitation that may
be applicable; provided, however, there shall be excluded from
such expenses the amount of any interest, taxes, brokerage
commissions and extraordinary expenses (including but not limited
to legal claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by a Fund. Such
reduction, if any, shall be computed and accrued daily (and in
the case of the closed-end funds, weekly), shall be settled on a
monthly basis, and shall be based upon the expense limitation
applicable to a Fund as at the end of the last business day of
the month. Should two or more such expense limitations be
applicable as at the end of the last business day of the month,
(and in the case of the closed-end funds, as at the end of the
last full week of the month) that expense limitation which
results in the largest reduction in the Investment Adviser's fee
shall be applicable.
9. The Investment Adviser will use its best efforts in the
supervision and management of the investment activities of each
Fund, but in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations hereunder,
the Investment Adviser shall not be liable to a Fund or any of
its investors for any error of judgment or mistake of law or for
any act or omission by the Investment Adviser or for any losses
sustained by a Fund or its investors.
10. Nothing contained in this Agreement shall prevent the
Investment Adviser or any affiliated person of the Investment
Adviser from acting as investment adviser or manager for any
other person, firm or corporation and shall not in any way bind
or restrict the Investment Adviser or any such affiliated person
from buying, selling or trading any securities or commodities for
their own accounts or for the account of others for whom they may
be acting. Nothing in this Agreement shall limit or restrict the
right of any trustee/director, officer or employee of the
Investment Adviser to engage in any other business or to devote
his or her time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar
nature.
11. This Agreement shall continue in effect with respect to each
Fund for a period of up to one year from the effective date
hereof (except with respect to any Fund added to Schedule A of
this Agreement after the date hereof, for an initial period of
two years from the date that such Fund is added) and thereafter
provided such continuance is approved at least annually by the
vote of holders of a majority (as defined in the Act) of the
outstanding voting securities of each Fund (if applicable, Common
Shares and Preferred Shares voting together as a single class) or
by the Board of Trustees/Directors of such Fund; provided that in
either event such continuance is also approved annually by the
vote of a majority of the Trustees/Directors of such Fund who are
not parties to this Agreement or "interested persons" (as defined
in the Act) of any such party, which vote must be cast in person
at a meeting called for the purpose of voting on such approval;
provided, however, that (a) each Fund may, at any time and
without the payment of any penalty, terminate this Agreement upon
thirty days' written notice to the Investment Adviser, either by
majority vote of the Board of Trustees/Directors of such Fund or
by the vote of a majority of the outstanding voting securities of
such Fund (if applicable, Common Shares and Preferred Shares
voting together as a single class); (b) this Agreement shall
immediately terminate in the event of its assignment (within the
meaning of the Act) unless such automatic termination shall be
prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Investment Adviser may terminate this
Agreement without payment of penalty on thirty days' written
notice to such Fund. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid,
to the other party at the principal office of such party.
Any approval of this Agreement by the holders of a majority
of the outstanding voting securities of any portfolio/series of a
Fund shall be effective to continue this Agreement with respect
to such portfolio/series notwithstanding (a) that this Agreement
has not been approved by the holders of a majority of the
outstanding voting securities of any other portfolio/series or
(b) that this Agreement has not been approved by the vote of a
majority of the outstanding voting securities of the Fund of
which it is a portfolio/series unless such approval shall be
required by any other applicable law or otherwise.
12. This Agreement may be amended by the parties without the
vote or consent of shareholders of a Fund to supply any omission,
to cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof, or if they deem it necessary to
conform this Agreement to the requirements of applicable federal
laws or regulations, but neither the Funds nor the Investment
Adviser shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the law
of the State of New York and the applicable provisions of the
Act. To the extent the applicable law of the State of New York,
or any of the provisions herein, conflicts with the applicable
provisions of the Act, the latter shall control.
14. The Declaration of Trust, together with all amendments
thereto establishing each Fund identified in Schedule A as a
Massachusetts business trust (the Declaration), is on file in
the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name of such Funds refers to the Trustees under
the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or
agent of such Funds shall be held to any personal liability, nor
shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in
connection with the affairs of such Funds, but the Trust Estate
only shall be liable.
15. The Investment Adviser and each Fund agree that the name
Xxxxxx Xxxxxxx is a property right of the Investment Adviser or
its parent. Each Fund agrees and consents that (i) it will only
use the name Xxxxxx Xxxxxxx as a component of its name and for no
other purpose, (ii) it will not purport to grant to any third
party the right to use the Name for any purpose, (iii) the
Investment Adviser or its parent, or any corporate affiliate of
the Investment Adviser's parent, may use or grant to others the
right to use the name Xxxxxx Xxxxxxx, or any combination or
abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, including a grant of
such right to any other investment company, (iv) at the request
of the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, each Fund will take
such action as may be required to provide its consent to the use
name Xxxxxx Xxxxxxx, or any combination or abbreviation thereof,
by the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, or by any person to
whom the Investment Adviser or its then current parent or a
corporate affiliate of the Investment Adviser's parent shall have
granted the right to such use, and (v) upon the termination of
any investment advisory agreement into which a corporate
affiliate of the Investment Adviser's parent and each Fund may
enter, or upon termination of affiliation of the Investment
Adviser with its parent, each Fund shall, upon request of the
Investment Adviser or its parent or any corporate affiliate of
the Investment Adviser's parent, cease to use the Name as a
component of its name, and shall not use the name, or any
combination or abbreviation thereof, as a part of its name or for
any other commercial purpose, and shall cause its officers,
trustees/directors and shareholders to take any and all actions
which the Investment Adviser or its parent or any corporate
affiliate of the Investment Adviser's parent, may request to
effect the foregoing and to reconvey to the Investment Adviser's
parent any and all rights to such name.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement, on November 1, 2004, in New York, New
York.
ON BEHALF OF EACH FUND AS SET
FORTH IN SCHEDULE A
By:
Attest:
XXXXXX XXXXXXX INVESTMENT
ADVISORS INC.
By:
Attest:
SCHEDULE A
All of the Funds referenced below are organized as
Massachusetts business trusts unless otherwise indicated.
I. OPEN-END FUNDS: Monthly Compensation calculated daily by
applying the following annual rates to a fund's daily net
assets:
FIXED INCOME FUNDS EFFECTIVE DATE INVESTMENT ADVISORY FEE
OF AGREEMENT
AND
ANY AMENDMENTS
ENTERED INTO
PRIOR TO MAY
1, 2004
Xxxxxx Xxxxxxx 05/31/97, as 0.47% of the portion of the
California Tax- Free amended on daily net assets not
Income Fund 04/30/98 exceeding $500 million;
0.445% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.42% of the portion of the
daily net assets exceeding
$750 million but not
exceeding $1 billion;
0.395% of the portion of
the daily net assets
exceeding $1 billion.
Xxxxxx Xxxxxxx 05/31/97 0.52% of the portion of the
Convertible daily net assets not
Securities Trust exceeding $750 million;
0.47% of the portion of the
daily net assets exceeding
$750 million but not
exceeding $1 billion; 0.42%
of the portion of the daily
net assets of the exceeding
$1 billion but not
exceeding $1.5 billion;
0.395% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.37% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $3 billion; and
0.345% of the portion of
the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.47% of the portion of the
Federal Securities amended on daily net assets not
Trust 04/30/98 exceeding $1 billion;
0.445% of the portion of
the daily net assets
exceeding $1 billion but
not exceeding $1.5 billion;
0.42% of the portion of the
daily net assets exceeding
$1.5 billion but not
exceeding $2 billion;
0.395% of the portion of
the daily net assets
exceeding $2 billion but
not exceeding $2.5 billion;
0.37% of the portion of the
daily net assets exceeding
$2.5 billion but not
exceeding $5 billion;
0.345% of the portion of
the daily net assets
exceeding $5 billion but
not exceeding $7.5 billion;
0.32% of the portion of the
daily net assets exceeding
$7.5 billion but not
exceeding $10 billion;
0.295% of the portion of
the daily net assets
exceeding $10 billion but
not exceeding $12.5
billion; and 0.27% of the
portion of the daily net
assets exceeding $12.5
billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.32% of the daily net
Flexible Income Trust amended on assets.
04/30/98
Xxxxxx Xxxxxxx High 05/31/97 0.42% of the portion of the
Yield Securities Inc. daily net assets not
(Maryland exceeding $500 million;
corporation) 0.345% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.295% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.27% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $2 billion;
0.245% of the portion of
the daily net assets
exceeding $2 billion but
not exceeding $3 billion;
and 0.22% of the portion of
daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.52% of the portion of
Limited Duration Fund amended on daily net assets not
04/30/98, exceeding $1 billion ;
05/01/04 0.47% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $2 billion; and
0.42% of the portion of
daily net assets exceeding
$2 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.27% of the daily net
Limited Duration U.S. amended on assets.
Treasury Trust 04/30/98
Xxxxxx Xxxxxxx 05/31/97, as 0.42% of the daily net
Limited Term amended on assets.
Municipal Trust 04/30/98
Xxxxxx Xxxxxxx New 05/31/97, as 0.47% of the portion of the
York Tax- Free Income amended on daily net assets not
Fund 04/30/98 exceeding $500 million; and
0.445% of the portion of
the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx 05/31/97, as 0.42% of the portion of the
Quality Income Trust amended on daily net assets not
04/30/98 exceeding $500 million;
0.35% of the portion of the
daily net assets exceeding
$500 million but not
exceeding $1.25 billion;
and 0.22% of the portion of
the daily net assets
exceeding $1.25 billion.
Xxxxxx Xxxxxxx Select 05/31/97, as 0.32% of the daily net
Dimensions Investment amended on assets.
Series- 04/30/98
- Flexible Income
Portfolio
Xxxxxx Xxxxxxx Tax- 05/31/97, as 0.42% of the portion of the
Exempt Securities amended on daily net assets not
Trust 04/30/98, exceeding $500 million;
05/01/02 0.345% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.295% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.27% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.25 billion;
0.245% of the portion of
the daily net assets
exceeding $1.25 billion but
not exceeding $2.5 billion;
0.22% of the portion of the
daily net assets exceeding
$2.5 billion.
Xxxxxx Xxxxxxx U.S. 05/31/97, as 0.42% of the portion of the
Government Securities amended on daily net assets not
Trust 04/30/98 exceeding $1 billion;
0.395% of the portion of
the daily net assets
exceeding $1 billion but
not exceeding $1.5 billion;
0.37% of the portion of the
daily net assets exceeding
$1.5 billion but not
exceeding $2 billion;
0.345% of the portion of
the daily net assets
exceeding $2 billion but
not exceeding $2.5 billion;
0.32% of the portion of the
daily net assets exceeding
$2.5 billion but not
exceeding $5 billion;
0.295% of the portion of
the daily net assets
exceeding $5 billion but
not exceeding $7.5 billion;
0.27% of the portion of the
daily net assets exceeding
$7.5 billion but not
exceeding $10 billion;
0.245% of the portion of
the daily net assets
exceeding $10 billion but
not exceeding $12.5
billion; and 0.22% of the
portion of the daily net
assets exceeding $12.5
billion.
Xxxxxx Xxxxxxx
Variable Investment
Series--
- High Yield 05/31/97, as 0.42% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.345% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $750 million;
0.295% of the portion of
daily net assets exceeding
$750 million but not
exceeding $1 billion; 0.27%
of the portion of daily net
assets exceeding $1 billion
but not exceeding $2
billion; 0.245% of the
portion of daily net assets
exceeding $2 billion but
not exceeding $3 billion;
and 0.22% of the portion of
daily net assets exceeding
$3 billion.
- Limited Duration 05/31/97, as 0.30% of the daily net
Portfolio amended on assets.
05/01/98,
05/01/99,
05/01/00
- Quality Income 05/31/97, as 0.42% of the portion of the
Plus Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.35% of the portion of the
05/01/00 daily net assets exceeding
$500 million but not
exceeding $1.25 billion;
and 0.22% of the portion of
the daily net assets
exceeding $1.25 billion.
EQUITY, BALANCED AND EFFECTIVE DATE INVESTMENT ADVISORY FEE
ASSET ALLOCATION OF AGREEMENT
FUNDS AND
ANY AMENDMENTS
ENTERED INTO
PRIOR TO MAY
1, 2004
Xxxxxx Xxxxxxx 12/02/98 0.67% of the portion of
Aggressive Equity daily net assets not
Fund exceeding $500 million;
0.645% of the portion of
daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.62%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.595% of the
portion of daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 12/12/02 0.67% of the daily net
Allocator Fund assets.
Xxxxxx Xxxxxxx 05/31/97 0.545% of the portion of
American the daily net assets not
Opportunities Fund exceeding $250 million;
0.42% of the portion of the
daily net assets exceeding
$250 million but not
exceeding $2.5 billion;
0.395% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3.5 billion;
0.37% of the portion of the
daily net assets exceeding
$3.5 billion but not
exceeding $4.5 billion; and
0.345% of the portion of
the daily net assets
exceeding $4.5 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.52% of the portion of the
Balanced Growth Fund amended on daily net assets not
04/30/98, exceeding $500 million; and
05/01/99 0.495% of the portion of
the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx 05/31/97, as 0.52% of the portion of the
Balanced Income Fund amended on daily net assets not
04/30/98 exceeding $500 million; and
0.495% of the portion of
the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx 05/13/02 0.92% of the daily net
Biotechnology Fund assets. The Investment
Adviser has agreed to
assume all operating
expenses (except for
brokerage and 12b-1 fees)
and waive the compensation
provided in this Agreement
and the Administration
Agreement with the Fund
until such time as the Fund
attains $50 million of net
assets or until April 30,
2006, whichever occurs
first.
Xxxxxx Xxxxxxx 06/28/99 0.67% of the portion of
Capital Opportunities daily net assets not
Trust exceeding $500 million;
0.645% of the portion of
daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.62%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.595% of the
portion of daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.42% of the portion of the
Developing Growth amended on daily net assets not
Securities Trust 04/30/98 exceeding $500 million; and
0.395% of the portion of
the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx 05/31/97, as 0.545% of the portion of
Dividend Growth amended on daily net assets not
Securities Inc. 04/30/98 exceeding $250 million;
(Maryland 0.42% of the portion of
corporation) daily net assets exceeding
$250 million but not
exceeding $1 billion;
0.395% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $2 billion; 0.37%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; 0.345% of the
portion of daily net assets
exceeding $3 billion but
not exceeding $4 billion;
0.32% of the portion of
daily net assets exceeding
$4 billion but not
exceeding $5 billion;
0.295% of the portion of
daily net assets exceeding
$5 billion but not
exceeding $6 billion; 0.27%
of the portion of daily net
assets exceeding $6 billion
but not exceeding $8
billion; 0.245% of the
portion exceeding $8
billion but not exceeding
$10 billion; 0.22% of the
portion of daily net assets
exceeding $10 billion but
not exceeding $15 billion;
and 0.195% of the portion
of daily net assets
exceeding $15 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.87% of the portion of
European Growth Fund amended on daily net assets not
Inc. 04/30/98, exceeding $500 million;
(Maryland 12/01/98, 0.82% of the portion of
corporation) 05/01/00 daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.77%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.745% of the
portion of daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.67% of the portion of the
Financial Services amended on daily net assets not
Trust 04/30/98, exceeding $500 million;
05/01/99, 0.645% of the portion of
05/01/01 the daily net assets
exceeding $500 million but
not exceeding $1.0 billion;
and 0.62% of the portion of
the daily net assets
exceeding $1.0 billion.
Xxxxxx Xxxxxxx Fund 07/28/97, as None
of Funds- amended on
- Domestic Portfolio 04/30/98
Xxxxxx Xxxxxxx 08/19/02 0.67% of the daily net
Fundamental Value assets.
Fund
Xxxxxx Xxxxxxx Global 11/06/97, as 0.57% of the portion of the
Advantage Fund amended on daily net assets not
05/01/98 exceeding $1.5 billion; and
0.545% of the portion of
the daily net assets
exceeding $1.5 billion.
Xxxxxx Xxxxxxx Global 05/31/97, as 0.67% of the portion of the
Dividend Growth amended on daily net assets not
Securities 05/01/98 exceeding $1 billion;
0.645% of the portion of
the daily net assets
exceeding $1 billion but
not exceeding $1.5 billion;
0.62% of the portion of the
daily net assets exceeding
$1.5 billion but not
exceeding $2.5 billion;
0.595% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3.5 billion;
0.57% of the portion of the
daily net assets exceeding
$3.5 billion but not
exceeding $4.5 billion; and
0.545% of the portion of
the daily net assets
exceeding $4.5 billion.
Xxxxxx Xxxxxxx Global 05/31/97, as 0.57% of the portion of
Utilities Fund amended on daily net assets not
04/30/98, exceeding $500 million;
05/01/99, 0.545% of the portion of
05/01/01 daily net assets exceeding
$500 million but not
exceeding $1 billion; 0.52%
of the portion of daily net
assets exceeding $1 billion
but not exceeding $1.5
billion; and 0.495% of the
portion of daily net assets
exceeding $1.5 billion.
Xxxxxx Xxxxxxx Growth 03/02/98 0.50% of the portion of
Fund daily net assets not
exceeding $1 billion; 0.45%
of the portion of daily net
assets exceeding $1 billion
but not exceeding $2
billion; 0.40% of the
portion of daily net assets
exceeding $2 billion but
not exceeding $3 billion;
and 0.35% of the portion of
daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx Health 05/31/97, as 0.92% of the portion of
Sciences Trust amended on daily net assets not
04/30/98, exceeding $500 million;
05/01/01 0.87% of the portion of
daily net assets exceeding
$500 million but not
exceeding $1 billion; and
0.845% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx Income 05/31/97, as 0.67% of the portion of the
Builder Fund amended on net assets not exceeding
05/01/98 $500 million; and 0.645% of
the portion of daily net
assets exceeding $500
million.
Xxxxxx Xxxxxxx 05/31/97, as 0.67% of the portion of the
Information Fund amended on daily net assets not
04/30/98, exceeding $500 million;
05/01/00 0.645% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $3 billion;
and 0.62% of the portion of
the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 05/04/99, as 0.65% of the daily net
International Fund amended on assets.
05/01/01
Xxxxxx Xxxxxxx 05/31/97, as 0.95% of the daily net
International amended on assets.
SmallCap Fund 12/01/97,
04/30/98
Xxxxxx Xxxxxxx 02/14/01 0.80% of the daily net
International Value assets.
Equity Fund
Xxxxxx Xxxxxxx Japan 05/31/97, as 0.87% of the daily net
Fund amended on assets.
04/30/98,
10/01/98
Xxxxxx Xxxxxxx KLD 05/21/01, as 0.12% of the daily net
Social Index Fund amended on assets.
05/01/04 The Investment Adviser has
agreed to continue to
assume all operating
expenses (except for
brokerage and 12b-1 fees)
and waive the compensation
provided in this Agreement
and the Administration
Agreement until April 30,
2006 or until such time as
the Fund has $50 million of
net assets, whichever
occurs first.
Thereafter, the Investment
Adviser has agreed to cap
the Fund's operating
expenses (except for
brokerage and 12b-1 fees)
by assuming the Fund's
"other expenses" and/or
waiving its fees under this
Agreement and the
Administration Agreement to
the extent such operating
expenses exceed on an
annualized basis 0.40% of
the average daily net
assets of the Fund, which
may reduce the fees under
this Agreement and the
Administration Agreement
below 0.20% of the Fund's
average daily net assets.
Xxxxxx Xxxxxxx Mid- 05/16/01 0.72% of the portion of
Cap Value Fund daily net assets not
exceeding $1 billion; and
0.65% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx Nasdaq-05/17/01, as 0.12% of the daily net
100 Index Fund amended on assets.
05/01/04 The Investment Adviser has
agreed to cap the Fund's
operating expenses (except
for brokerage and 12b-1
fees) by assuming the
Fund's "other expenses"
and/or waiving its fees
under this Agreement and
the Administration
Agreement to the extent
such operating expenses
exceed on an annualized
basis 0.40% of the average
daily net assets of the
Fund, which may reduce the
fees under this Agreement
and the Administration
Agreement below 0.20% of
the Fund's average daily
net assets.
Xxxxxx Xxxxxxx 05/31/97, as 0.545% of the portion of
Natural Resource amended on the daily net assets not
Development 04/30/98 exceeding $250 million; and
Securities Inc. 0.42% of the portion of the
daily net assets exceeding
$250 million.
Xxxxxx Xxxxxxx 05/31/97, as 0.87% of the portion of
Pacific Growth Fund amended on daily net assets not
Inc. 04/30/98, exceeding $1 billion; 0.82%
(Maryland 11/01/98 of the portion of daily net
corporation) assets exceeding $1 billion
but not exceeding $2
billion; and 0.77% of the
portion of daily net assets
exceeding $2 billion.
Xxxxxx Xxxxxxx Real 02/09/99 0.80% of the portion of
Estate Fund daily net assets not
exceeding $500 million;
0.75% of the portion of
daily net assets exceeding
$500 million but not
exceeding $1 billion; and
0.70% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx Select
Dimensions Investment
Series-
- American 05/31/97, as 0.545% of the portion of
Opportunities amended on the daily net assets not
Portfolio 03/02/98, exceeding $250 million;
05/01/98, 0.42% of the portion of the
05/01/00 daily net assets exceeding
$250 million but not
exceeding $2.5 billion;
0.395% of the daily net
assets exceeding $2.5
billion but not exceeding
$3.5 billion, 0.37% of the
portion of the daily net
assets exceeding $3.5
billion but not exceeding
$4.5 billion; and 0.345% of
the portion of the daily
net assets exceeding $4.5
billion.
- Balanced Growth 05/31/97, as 0.52% of the portion of
Portfolio amended on daily net assets not
03/02/98, exceeding $500 million; and
05/01/98, 0.495% of the portion of
05/10/00 daily net assets exceeding
$500 million.
- Capital 05/31/97, as 0.67% of the portion of
Opportunities amended on daily net assets not
Portfolio 03/02/98, exceeding $500 million;
05/01/98, 0.645% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.62%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.595% of the
portion of daily net assets
exceeding $3 billion.
- Developing Growth 05/31/97, as 0.42% of the portion of
Portfolio amended on daily net assets not
03/02/98, exceeding $500 million; and
05/01/98, 0.395% of the portion of
05/01/00 daily net assets exceeding
$500 million.
- Dividend Growth 05/31/97, as 0.545% of the portion of
Portfolio amended on daily net assets not
03/02/98, exceeding $250 million;
05/01/98, 0.42% of the portion of
05/01/00 daily net assets exceeding
$250 million but not
exceeding $1 billion;
0.395% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $2 billion; and
0.37% of the portion of
daily net assets exceeding
$2 billion.
- Global Equity 05/31/97, as 0.92% of the daily net
Portfolio amended on assets.
03/02/98,
05/01/98,
05/01/00
- Growth Portfolio 05/31/97, as 0.50% of the portion of
amended on daily net assets not
03/02/98, exceeding $1 billion; 0.45%
05/01/98, of the portion of daily net
05/01/00 assets exceeding $1 billion
but not exceeding $2
billion; 0.40% of the
portion of daily net assets
exceeding $2 billion but
not exceeding $3 billion;
and 0.35% of the portion of
daily net assets exceeding
$3 billion.
- Utilities 05/31/97, as 0.57% of the portion of
Portfolio amended on daily net assets not
03/02/98, exceeding $500 million;
05/01/98, 0.47% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $1 billion;
0.445% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.42% of the portion of
daily net assets exceeding
$1.5 billion but not
exceeding $2.5 billion;
0.395% of the portion of
daily net assets exceeding
$2.5 billion but not
exceeding $3.5 billion;
0.37% of the portion of
daily net assets exceeding
$3.5 billion but not
exceeding $5 billion; and
0.345% of the portion of
daily net assets exceeding
$5 billion.
- Value-Added Market 05/31/97, as 0.12% of the daily net
Portfolio amended on assets.
04/30/98
Xxxxxx Xxxxxxx S&P 07/28/97, as 0.12% of the daily net
500 Index Fund amended on assets.
04/30/98, The Investment Adviser has
05/01/99, agreed to cap the Fund's
05/01/04 operating expenses (except
for brokerage and 12b-1
fees) by assuming the
Fund's "other expenses"
and/or waiving its fees
under this Agreement and
the Administration
Agreement to the extent
such operating expenses
exceed on an annualized
basis 0.40% of the average
daily net assets of the
Fund, which may reduce the
fees under this Agreement
and the Administration
Agreement below 0.20% of
the Fund's average daily
net assets.
Xxxxxx Xxxxxxx Small- 04/04/02 0.67% of the daily net
Mid Special Value assets.
Fund
Xxxxxx Xxxxxxx 06/28/99, as 0.92% of the portion of
Special Growth Fund amended on daily net assets not
05/01/00 exceeding $1 billion; and
0.85% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.67% of the portion of the
Special Value Fund amended on daily net assets not
04/30/98, exceeding $500 million;
05/01/99 0.645% of the portion of
05/01/02 daily net assets exceeding
$500 million but not
exceeding $1 billion; and
0.62% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.42% of the portion of the
Strategist Fund amended on daily net assets not
05/01/98, exceeding $1.5 billion; and
05/01/00 0.395% of the portion of
the daily net assets
exceeding $1.5 billion.
Xxxxxx Xxxxxxx Total 07/21/ 99, as 0.12% of the daily net
Market Index Fund amended on assets.
05/01/04 The Investment Adviser has
agreed to cap the Fund's
operating expenses (except
for brokerage and 12b-1
fees) by assuming the
Fund's "other expenses"
and/or waiving its fees
under this Agreement and
the Administration
Agreement to the extent
such operating expenses
exceed on an annualized
basis 0.40% of the average
daily net assets of the
Fund, which may reduce the
fees under this Agreement
and the Administration
Agreement below 0.20% of
the Fund's average daily
net assets.
Xxxxxx Xxxxxxx Total 06/28/99, as 0.67% of the portion of
Return Trust amended on daily net assets not
05/01/00, exceeding $500 million;
05/01/01 0.645% of the portion of
daily net assets exceeding
$500 million but not
exceeding $1 billion; and
0.62% of the portion of
daily net assets exceeding
$1 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.57% of the portion of
Utilities Fund amended on daily net assets not
04/30/98 exceeding $500 million;
0.47% of the portion of
daily net assets exceeding
$500 million but not
exceeding $1 billion;
0.445% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.42% of the portion of
daily net assets exceeding
$1.5 billion but not
exceeding $2.5 billion;
0.395% of the portion of
daily net assets exceeding
$2.5 billion but not
exceeding $3.5 billion;
0.37% of the portion of
daily net assets exceeding
$3.5 billion but not
exceeding $5 billion; and
0.345% of the portion of
daily net assets exceeding
$5 billion.
Xxxxxx Xxxxxxx Value- 05/31/97, as 0.12% of the daily net
Added Market Series amended on assets.
05/01/98
Xxxxxx Xxxxxxx Value 07/22/98, as 0.42% of the portion of
Fund amended on daily net assets not
05/01/02, exceeding $1 billion; 0.37%
05/01/04 of the portion of daily net
assets exceeding $1 billion
but not exceeding $2
billion; 0.32% of the
portion of daily net assets
exceeding $2 billion but
not exceeding $3 billion;
and 0.27% of the portion of
daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx
Variable Investment
Series-
- Aggressive Equity 05/31/97, as 0.67% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.645% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.62%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.595% of the
portion of daily net assets
exceeding $3 billion.
- Dividend Growth 05/31/97, as 0.545% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $250 million;
05/01/99, 0.42% of the portion of
05/01/00 daily net assets exceeding
$250 million but not
exceeding $1 billion;
0.395% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $2 billion; and
0.37% of the portion of
daily net assets exceeding
$2 billion.
- Equity Portfolio 05/31/97, as 0.42% of the portion of the
amended on daily net assets not
05/01/98, exceeding $1 billion;
05/01/99, 0.395% of the portion of
05/01/00 the daily net assets
exceeding $1 billion but
not exceeding $2 billion;
and 0.37% of the portion of
the daily net assets
exceeding $2 billion.
- European Growth 05/31/97, as 0.87% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.82% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $2 billion; 0.77%
of the portion of daily net
assets exceeding $2 billion
but not exceeding $3
billion; and 0.745% of the
portion of daily net assets
exceeding $3 billion.
- Global Advantage 05/31/97, as 0.57% of the portion of the
Portfolio amended on daily net assets not
05/01/98, exceeding $1.5 billion; and
05/01/99, 0.545% of the portion of
05/01/00 the daily net assets
exceeding $1.5 billion.
- Global Dividend 05/31/97, as 0.67% of the portion of the
Growth Portfolio amended on daily net assets not
05/01/98, exceeding $1 billion;
05/01/99, 0.645% of the portion of
05/01/00 the daily net assets
exceeding $1 billion but
not exceeding $1.5 billion;
0.62% of the portion of the
daily net assets exceeding
$1.5 billion but not
exceeding $2.5 billion;
0.595% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3.5 billion;
0.57% of the portion of the
daily net assets exceeding
$3.5 billion but not
exceeding $4.5 billion; and
0.545% of the portion of
the daily net assets
exceeding $4.5 billion.
- Income Builder 05/31/97, as 0.67% of the portion of the
Portfolio amended on net assets not exceeding
05/01/98, $500 million; and 0.645% of
05/01/99, the portion of daily net
05/01/00 assets exceeding $500
million.
- Information 05/31/97, as 0.67% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.645% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $3 billion; and
0.62% of the portion of
daily net assets exceeding
$3 billion.
- S&P 500 Index 05/31/97, as 0.12% of the daily net
Portfolio amended on assets.
05/01/98, The Investment Adviser has
05/01/99, agreed to cap the
05/01/00, Portfolio's operating
05/01/04 expenses (except for
brokerage and 12b-1 fees)
by assuming the Portfolio's
"other expenses" and/or
waiving its fees under this
Agreement and the
Administration Agreement to
the extent such operating
expenses exceed on an
annualized basis 0.40% of
the average daily net
assets of the Portfolio,
which may reduce the fees
under this Agreement and
the Administration
Agreement below 0.20% of
the Portfolio's average
daily net assets.
- Strategist 05/31/97, as 0.42% of the portion of the
Portfolio amended on daily net assets not
05/01/98, exceeding $1.5 billion; and
05/01/99, 0.395% of the portion of
05/01/00 the daily net assets
exceeding $1.5 billion.
- Utilities 05/31/97, as 0.57% of the portion of
Portfolio amended on daily net assets not
05/01/98, exceeding $500 million;
05/01/99, 0.47% of the portion of
05/01/00 daily net assets exceeding
$500 million but not
exceeding $1 billion;
0.445% of the portion of
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.42% of the portion of
daily net assets exceeding
$1.5 billion but not
exceeding $2.5 billion;
0.395% of the portion of
daily net assets exceeding
$2.5 billion but not
exceeding $3.5 billion;
0.37% of the portion of
daily net assets exceeding
$3.5 billion but not
exceeding $5 billion; and
0.345% of the portion of
daily net assets exceeding
$5 billion.
MONEY MARKET FUNDS
Active Assets 05/31/97, as 0.45% of the portion of the
California Tax-Free amended on daily net assets not
Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
and 0.20% of the portion of
the daily net assets
exceeding $3 billion
Active Assets 05/31/97, as 0.45% of the portion of the
Government Securities amended on daily net assets not
Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
and 0.20% of the portion of
the daily net assets
exceeding $3 billion.
Active Assets 03/08/02 0.10% of the daily net
Institutional assets.
Government Securities On an ongoing basis, the
Trust Investment Adviser has
agreed under this Agreement
with the Fund to assume
Fund operating expenses
(except for brokerage fees)
to the extent that such
operating expenses exceed
on an annualized basis
0.20% of the average daily
net assets of the Fund.
This may reduce the fees
under this Agreement and
the Administration
Agreement below 0.15% for
the Fund.
MONEY MARKET FUNDS EFFECTIVE DATE INVESTMENT ADVISORY FEE
OF AGREEMENT
AND ANY
AMENDMENTS
Active Assets 01/06/00 0.10% of the daily net
Institutional Money assets.
Trust On an ongoing basis, the
Investment Adviser has
agreed under this Agreement
with the Fund to assume
Fund operating expenses
(except for brokerage fees)
to the extent that such
operating expenses exceed
on an annualized basis
0.20% of the average daily
net assets of the Fund.
This may reduce the fees
under this Agreement and
the Administration
Agreement below 0.15% for
the Fund.
Active Assets Money 05/31/97, as 0.45% of the portion of
Trust amended on daily net assets not
04/30/98, exceeding $250 million;
05/01/99, 0.375% of the portion of
05/01/01, daily net assets exceeding
05/01/02 $250 million but not
exceeding $750 million;
0.325% of the portion of
daily net assets exceeding
$750 million but not
exceeding $1.25 billion;
0.30% of the portion of
daily net assets exceeding
$1.25 billion but not
exceeding $1.5 billion;
0.275% of the portion of
daily net assets exceeding
$1.5 billion but not
exceeding $1.75 billion;
0.25% of the portion of
daily net assets exceeding
$1.75 billion but not
exceeding $2.25 billion;
0.225% of the portion of
daily net assets exceeding
$2.25 billion but not
exceeding $2.75 billion;
0.20% of the portion of
daily net assets exceeding
$2.75 billion but not
exceeding $15 billion;
0.199% of the portion of
daily net assets exceeding
$15 billion but not
exceeding $17.5 billion;
0.198% of the portion of
daily net assets exceeding
$17.5 billion but not
exceeding $25 billion;
0.197% of the portion of
daily net assets exceeding
$25 billion but not
exceeding $30 billion; and
0.196% of the portion of
daily net assets exceeding
$30 billion.
Active Assets Tax- 05/31/97, as 0.45% of the portion of the
Free Trust amended on daily net assets not
04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
0.20% of the portion of the
daily net assets exceeding
$3 billion but not
exceeding $15 billion; and
0.199% of the portion of
daily net assets exceeding
$15 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.45% of the portion of the
California Tax- Free amended on daily net assets not
Daily Income Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
and 0.20% of the portion of
the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx Liquid 05/31/97, as 0.45% of the portion of
Asset Fund Inc. amended on daily net assets not
(Maryland 04/30/98, exceeding $250 million;
Corporation) 05/01/01, 0.375% of the portion of
05/01/02 daily net assets exceeding
$250 million but not
exceeding $750 million;
0.325% of the portion of
daily net assets exceeding
$750 million but not
exceeding $1.25 billion;
0.30% of the portion of
daily net assets exceeding
$1.25 billion but not
exceeding $1.5 billion;
0.275% of the portion of
daily net assets exceeding
$1.5 billion but not
exceeding $1.75 billion;
0.25% of the portion of
daily net assets exceeding
$1.75 billion but not
exceeding $2.25 billion;
0.225% of the portion of
daily net assets exceeding
$2.25 billion but not
exceeding $2.75 billion;
0.20% of the portion of
daily net assets exceeding
$2.75 billion but not
exceeding $15 billion;
0.199% of the portion of
daily net assets exceeding
$15 billion but not
exceeding $17.5 billion;
0.198% of the portion of
daily net assets exceeding
$17.5 billion but not
exceeding $25 billion;
0.197% of the portion of
daily net assets exceeding
$25 billion but not
exceeding $30 billion; and
0.196% of the portion of
daily net assets exceeding
$30 billion.
Xxxxxx Xxxxxxx New 05/31/97, as 0.45% of the portion of the
York Municipal Money amended on daily net assets not
Market Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
and 0.20% of the portion of
the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx Select 05/31/97, as 0.45% of the portion of
Dimensions Investment amended on daily net assets not
Series- 03/02/98, exceeding $250 million;
- Money Market 05/01/98, 0.375% of the portion of
Portfolio 05/01/00 daily net assets exceeding
$250 million but not
exceeding $750 million;
0.325% of the portion of
daily net assets exceeding
$750 million but not
exceeding $1.25 billion;
0.30% of the portion of
daily net assets exceeding
$1.25 billion but not
exceeding $1.5 billion; and
0.275% of the portion of
daily net assets exceeding
$1.5 billion.
Xxxxxx Xxxxxxx Tax- 05/31/97, as 0.45% of the portion of the
Free Daily Income amended on daily net assets not
Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
0.20% of the portion of
daily net assets exceeding
$3 billion but not
exceeding $15 billion; and
0.199% of the portion of
the daily net assets
exceeding $15 billion.
Xxxxxx Xxxxxxx U.S. 05/31/97, as 0.45% of the portion of the
Government Money amended on daily net assets not
Market Trust 04/30/98 exceeding $500 million;
0.375% of the portion of
the daily net assets
exceeding $500 million but
not exceeding $750 million;
0.325% of the portion of
the daily net assets
exceeding $750 million but
not exceeding $1 billion;
0.30% of the portion of the
daily net assets exceeding
$1 billion but not
exceeding $1.5 billion;
0.275% of the portion of
the daily net assets
exceeding $1.5 billion but
not exceeding $2 billion;
0.25% of the portion of the
daily net assets exceeding
$2 billion but not
exceeding $2.5 billion;
0.225% of the portion of
the daily net assets
exceeding $2.5 billion but
not exceeding $3 billion;
and 0.20% of the portion of
the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx 05/31/97, as 0.45% of the portion of
Variable Investment amended on daily net assets not
Series- 05/01/98, exceeding $250 million;
- Money Market 05/01/99, 0.375% of the portion of
Portfolio 05/01/00 daily net assets exceeding
$250 million but not
exceeding $750 million;
0.325% of the portion of
daily net assets exceeding
$750 million but not
exceeding $1.25 billion;
0.30% of the portion of
daily net assets exceeding
$1.25 billion but not
exceeding $1.5 billion; and
0.275% of the portion of
daily net assets exceeding
$1.5 billion.
II. CLOSED-END FUNDS: Monthly compensation calculated weekly by
applying the following annual Rates to a fund's weekly net assets
(except as indicated):
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
California Insured net assets.
Municipal Income
Trust
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
California Quality net assets.
Municipal Securities
Xxxxxx Xxxxxxx 05/31/97 0.52% of the average weekly
Government Income net assets.
Trust
Xxxxxx Xxxxxxx Income 05/31/97 0.42% of the portion of
Securities Inc. average weekly net assets
(Maryland not exceeding $500 million;
corporation) and 0.35% of the portion of
average weekly net assets
exceeding $500 million.
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Insured California net assets.
Municipal Securities
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Insured Municipal net assets.
Bond Trust
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Insured Municipal net assets.
Income Trust
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Insured Municipal net assets.
Securities
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Insured Municipal net assets.
Trust
Xxxxxx Xxxxxxx New 05/31/97 0.27% of the average weekly
York Quality net assets.
Municipal Securities
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Quality Municipal net assets.
Securities
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Quality Municipal net assets.
Income Trust
Xxxxxx Xxxxxxx 05/31/97 0.27% of the average weekly
Quality Municipal net assets.
Investment Trust
Annex 1
List of Funds for which the Current Investment Management
Agreement specifies Section 2 is applicable:
Xxxxxx Xxxxxxx Allocator Fund
Xxxxxx Xxxxxxx Biotechnology Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Fundamental Value Fund
Xxxxxx Xxxxxxx Growth Fund
Xxxxxx Xxxxxxx International Fund
Xxxxxx Xxxxxxx International Value Equity Fund
Xxxxxx Xxxxxxx KLD Social Index Fund
Xxxxxx Xxxxxxx Mid-Cap Value Fund
Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
Xxxxxx Xxxxxxx Select Dimensions Investment Series
Xxxxxx Xxxxxxx Small-Mid Special Value Fund
Xxxxxx Xxxxxxx Special Growth Fund
Xxxxxx Xxxxxxx Total Return Trust
Annex 2
List of Closed-End Funds for which the liquidation preference of
any Preferred Shares issued by such Fund will not be deducted
from the Fund's total assets for purposes of calculating the
advisory fee under this Agreement and administrative fee under
the Administration Agreement:
Xxxxxx Xxxxxxx California Insured Municipal Income Trust
Xxxxxx Xxxxxxx California Quality Municipal Securities
Xxxxxx Xxxxxxx Insured Municipal Bond Trust
Xxxxxx Xxxxxxx Insured Municipal Income Trust
Xxxxxx Xxxxxxx Insured Municipal Trust
Xxxxxx Xxxxxxx New York Quality Municipal Securities
Xxxxxx Xxxxxxx Quality Municipal Income Trust
Xxxxxx Xxxxxxx Quality Municipal Investment Trust
Xxxxxx Xxxxxxx Quality Municipal Securities
Annex 3
List of Funds for which the Current Investment Management
Agreement specifies that Section 8 is applicable and any Fund-
specific operating expense limitation:
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Active Assets Money Trust
Active Assets Tax-Free Trust
Xxxxxx Xxxxxxx American Opportunities Fund
Xxxxxx Xxxxxxx Balanced Growth Fund
Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx California Tax-Free Income Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Convertible Securities Trust
Xxxxxx Xxxxxxx Developing Growth Securities Trust
Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
Xxxxxx Xxxxxxx European Growth Fund Inc.
Xxxxxx Xxxxxxx Federal Securities Trust
Xxxxxx Xxxxxxx Global Dividend Growth Securities
Xxxxxx Xxxxxxx Global Utilities Fund
Xxxxxx Xxxxxxx Government Income Trust
(a) 1 1/2 % of the first $30 million of the average weekly
net assets of the Fund during such year and 1 % of such
average weekly net assets in excess of $30 million; or
(b) 25% of the Fund's gross income for such year, the
Investment Adviser will pay to the Fund the greater of the
excess as computed under (a) or (b).
Xxxxxx Xxxxxxx Growth Fund
Xxxxxx Xxxxxxx Health Sciences Trust
Xxxxxx Xxxxxxx High Yield Securities Inc.
Xxxxxx Xxxxxxx Income Builder Fund
Xxxxxx Xxxxxxx Income Securities Inc.
(a) 1 1/2 % of the first $30 million of the average weekly
net assets of the Fund during such year and 1 % of such
average weekly net assets in excess of $30 million; or
(b) 25% of the Fund's gross income for such year, the
Investment Adviser will pay to the Fund the greater of the
excess as computed under (a) or (b).
Xxxxxx Xxxxxxx Information Fund
Xxxxxx Xxxxxxx International SmallCap Fund
Xxxxxx Xxxxxxx Japan Fund
Xxxxxx Xxxxxxx Limited Duration Fund
Xxxxxx Xxxxxxx Limited Duration U.S. Treasury Trust
Xxxxxx Xxxxxxx Limited Term Municipal Trust
Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
Xxxxxx Xxxxxxx New York Municipal Money Market Trust
Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
Xxxxxx Xxxxxxx Select Dimensions Investment Series:
American Opportunities Portfolio, Balanced Growth Portfolio,
Developing Growth Portfolio, Dividend Growth Portfolio,
Flexible Income Portfolio, Global Equity Portfolio, Growth
Portfolio, Money Market Portfolio, Utilities Portfolio, or
Value-Added Market Portfolio:
2.5% of the average daily net assets of such Portfolio
up to $30 million, 2.0% of the next $70 million and
1.5% of the average daily net assets of such Portfolio
in excess of $100 million
Xxxxxx Xxxxxxx Special Growth Fund
Xxxxxx Xxxxxxx Special Value Fund
Xxxxxx Xxxxxxx Strategist Fund
Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx Total Return Trust
Xxxxxx Xxxxxxx U.S. Government Securities Trust
Xxxxxx Xxxxxxx Utilities Fund
Xxxxxx Xxxxxxx Value-Added Market Series
Xxxxxx Xxxxxxx Variable Investment Series:
Dividend Growth Portfolio, Equity Portfolio, High Yield
Portfolio, Money Market Portfolio, Quality Income Plus
Portfolio, Strategist Portfolio, or Utilities Portfolio:
1.5% of the average daily net assets of such Portfolio
up to $30 million and 1.0% of the average daily net
assets of such Portfolio in excess of $30 million
European Growth Portfolio or Global Dividend Growth
Portfolio:
2.5% of the average daily net assets of such Portfolio
up to $30 million, 2.0% of the next $70 million and
1.5% of the average daily net assets of such Portfolio
in excess of $100 million
