EXHIBIT 9C
XXXXXX XXXXXXX FUND, INC.
FORM OF
AMENDMENT TO MSAM ADMINISTRATION AGREEMENT
Amendment to MSAM Administration Agreement (the "Agreement") dated as of
__________________________ between Xxxxxx Xxxxxxx Fund, Inc. (the "Fund") and
Xxxxxx Xxxxxxx Asset Management Inc. ("MSAM").
RECITALS
The Fund has executed and delivered the Agreement, dated as of ___________
________, between the Fund and MSAM. The Agreement sets forth the rights and
obligations of the parties with respect to management, administration, transfer
agency, dividend disbursing and other services to the Fund. The Fund has
created two additional investment funds of the Fund: the Xxxxxx Xxxxxxx Small
Cap Value Fund and Xxxxxx Xxxxxxx Asian Equity Fund.
AGREEMENTS
NOW, therefore, the parties agree as follows:
First, Section 3 of the Agreement is hereby amended in its entirety to read
as follows:
"3. AUTHORIZED SHARES
The Fund certifies to MSAM that (i) the Fund is authorized to issue
shares of its common stock, par value $0.001 per share ("Shares"); and (ii) the
Board of Directors has the power to increase the number of Shares and to
classify or reclassify unissued Shares, from time to time, into one or more
classes of Shares ("Investment Funds"); and (iii) the Fund initially offered
Shares of three Investment Funds."
Second, Schedule A to the Agreement is hereby amended in its entirety to
read as set forth in Schedule A attached hereto.
This amendment to the Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument.
The parties listed below have executed this amendment to the Agreement as
of the ___ day of ___________, 1993.
XXXXXX XXXXXXX FUND, INC.
By
----------------------------
Name:
Title:
XXXXXX XXXXXXX ASSET
MANAGEMENT INC.
By
----------------------------
Name:
Title:
SCHEDULE A
TO
MSAM ADMINISTRATION AGREEMENT DATED AS OF __________, 1992
AS AMENDED AS OF ____________, 1993
By and Between
XXXXXX XXXXXXX FUND, INC.
and
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
FEE SCHEDULE
For the services provided and the expenses assumed pursuant to the attached
MSAM Administration Agreement, the Xxxxxx Xxxxxxx Fund, Inc. (the "Fund") shall
pay to Xxxxxx Xxxxxxx Asset Management Inc. an annual fee, in monthly
installments, of .25% of the average daily net assets of each of the following
investment funds of the Fund (each an "Investment Fund"):
Xxxxxx Xxxxxxx Money Market Fund;
Xxxxxx Xxxxxxx Global Equity Allocation Fund;
Xxxxxx Xxxxxxx Global Fixed Income Fund;
Xxxxxx Xxxxxxx Small Cap Value Equity Fund; and
Xxxxxx Xxxxxxx Asian Equity Fund.
This fee is allocated to each Investment Fund based on the relative net
assets of each provided, however, that the annual fee payable in respect of the
Xxxxxx Xxxxxxx Money Market Fund will be reduced to the extent that such
Investment Fund's annual operating expense ratio would exceed .___% of the
aggregate net assets of such Investment Fund.
