Exhibit 99.(h)(2)
XXXXXX XXXXXXX INSTITUTIONAL STRATEGIES FUND
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
April 25, 2006
Xxxxxx Xxxxxxx Services Company Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The Administration Agreement made as of November 1, 2004 between you and
various registered investment companies for which you act as administrator (the
"Agreement") provides that if at any time another such investment company, such
as the undersigned fund (the "Fund") desires to appoint you to serve as its
administrator under the Agreement, it shall notify you in writing, and further
provides that if you are willing to serve as the Fund's administrator under the
Agreement, you shall notify the Fund in writing, whereupon the Fund shall be
added to Schedule A of the Agreement and shall become subject to the Agreement.
Xxxxxx Xxxxxxx Institutional Strategies Fund ("Fund") hereby informs you that it
desires to retain you as its administrator under the Agreement.
Your execution of this letter, where indicated, shall constitute notification to
us of your willingness to render administrative services in respect to the Fund
under the above-referenced Agreement, in consideration of the compensation set
forth in Schedule B of the Agreement.
Very truly yours,
Xxxxxx Xxxxxxx Institutional Strategies Fund
By: Xxxxxx X. Xxxx
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACCEPTED: Xxxxxx Xxxxxxx Services Company Inc.
By: Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
1
ADMINISTRATION AGREEMENT
AGREEMENT made as of the November 1, 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 Services Company Inc., a Delaware corporation
(hereinafter called the "MS Services"):
WHEREAS, on the date hereof, the Funds and Xxxxxx Xxxxxxx Investment
Advisors Inc. (the "Investment Adviser") are entering into an Amended and
Restated Investment Advisory Agreement (the "Investment Advisory Agreement")
which further amends an Amended and Restated Investment Management Agreement,
dated as of May 1, 2004 between the Funds and the Investment Adviser (the
"Amended and Restated Investment Management Agreement") to remove from the
Amended and Restated Investment Management Agreement administrative and other
management services, with those services to be provided for in a separate
agreement;
WHEREAS, the Funds desire to retain MS Services to perform the
administrative services as described below; and
WHEREAS, MS Services desires to be retained by the Funds to perform such
administrative services;
Now, therefore, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. MS Services agrees to provide administrative services to each Fund as
hereinafter set forth. Without limiting the generality of the foregoing, MS
Services shall (i) administer the Fund's business affairs and supervise the
overall day-to-day operations of the Fund (other than rendering investment
advice); (ii) provide the Fund with full administrative services, including the
maintenance of certain books and records, such as journals, ledger accounts and
other records required under the Investment Company Act of 1940, as amended (the
"Act"), the notification to the Fund of available funds for investment, the
reconciliation of account information and balances among the Fund's custodian,
transfer agent and dividend disbursing agent and the Fund, and the calculation
of the net asset value of the Fund's shares; (iii) provide the Fund with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective operation of the Fund;
(iv) oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer agent and
dividend disbursing agent, as well as accounting, auditing and other services,
including: (1) maintenance of the books and records and accounting controls for
the Fund's assets, including records of all securities transactions; (2) daily
calculation of the net asset value for each of the Fund's Portfolios; (3)
accounting for dividends and interest received and distributions made by each of
the Fund's Portfolios; (4) preparation and filing of the Fund's U.S. tax returns
and annual and semi-annual reports; (5) the production of transaction data,
financial reports and such other periodic and special reports as the Board of
Directors of the Fund may reasonably request; (6) the preparation of financial
statements for the annual and semi-annual reports and other shareholder
communications; (7) liaison with the Fund's independent registered public
accounting firms; (8) monitoring and administration of arrangements with the
Fund's custodian and depository banks; and (9) maintenance of (but not the
payment for) the Fidelity Bond required to be maintained under Investment
Company Act of 1940 (the "1940 Act") and preparation of the filings required in
connection therewith; (v) provide the Fund with adequate general office space
and facilities; (vi) assist in the preparation and the printing of the periodic
updating of the Fund's registration statement and prospectus (and, in the case
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports
2
to its shareholders and the Securities and Exchange Commission; and (vii)
monitor the compliance of the Fund's investment policies and restrictions.
2. MS Services 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 MS Services shall be deemed to include
officers of MS Services and persons employed or otherwise retained by MS
Services (including officers and employees of the Funds, with the consent of the
Funds) to furnish services, statistical and other factual data, information with
respect to technical and scientific developments, and such other information,
advice and assistance as MS Services may desire. MS Services shall maintain each
Fund's records and books of account (other than those maintained by the Fund's
transfer agent, registrar, custodian and other agencies). All such books and
records so maintained shall be the property of the Fund and, upon request
therefor, MS Services shall surrender to the Fund such of the books and records
so requested.
3. The Funds will, from time to time, furnish or otherwise make available to
MS Services such financial reports, proxy statements and other information
relating to the business and affairs of the Fund as MS Services may reasonably
require in order to discharge its duties and obligations to the Fund under this
Agreement or to comply with any applicable law and regulation or request of the
Board of Directors/Trustees of the Fund.
4. For the services to be rendered, the facilities furnished, and the expenses
assumed by MS Services, the Funds shall pay to MS Services monthly compensation
calculated daily (in the case of an open-end Fund) or weekly (in the case of a
closed-end Fund) by applying the annual rate or rates set forth on Schedule B to
the net assets of each Fund. Except as hereinafter set forth, (i) in the case of
an open-end Fund, compensation under this Agreement shall be calculated by
applying 1/365th of the annual rate or rates to the Fund's or the Series' daily
net assets determined as of the close of business on that day or the last
previous business day and (ii) in the case of a closed-end Fund, compensation
under this Agreement shall be calculated by applying the annual rate or rates to
the Fund's average weekly net assets determined as of the close of the last
business day of each week. 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 on
Schedule B. For the purposes of calculating the administrative fee for the
closed-end funds referenced on ANNEX 2 to the Investment Advisory Agreement, the
liquidation preference of any Preferred Shares issued by each of such Funds will
not be deducted from the Fund's total assets. Subject to the provisions of
paragraph 5 hereof, payment of MS Services' compensation for the preceding month
shall be made as promptly as possible after completion of the computations
contemplated by paragraph 5 hereof.
5. In the event the operating expenses of those Funds identified in ANNEX 3 to
the Investment Advisory Agreement, including amounts payable to the Investment
Adviser pursuant to paragraph 7 thereof and the amounts payable hereunder, for
any fiscal year ending on a date on which this Agreement is in effect, exceed
the expense limitations applicable to the Fund and/or any Series thereof imposed
by state securities laws or regulations thereunder, as such limitations may be
raised or lowered from time to time, the fee payable hereunder shall be reduced
on a pro rata basis in the same proportion as the fee payable by the Fund under
the Investment Advisory Agreement is reduced.
6. MS Services shall bear the cost of rendering the administrative 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 MS Services, and provide such office space
and equipment and such clerical and bookkeeping services as each Fund shall
reasonably require in
3
the conduct of its business. MS Services shall also bear the cost of heat,
light, power and other utilities provided to each Fund and the cost of
out-of-pocket expenses incurred in the ordinary course of providing services
under this Agreement, such as telephone, fax, system usage, internal controls
assurance (such as a Statement on Auditing Standards (SAS) No. 70 report),
envelopes, postage and special delivery mail. Each Fund shall reimburse MS
Services for any extraordinary expenses and the expenses of one or more
independent pricing services, approved from time to time by the Board of
Directors of a Fund, to obtain securities prices in connection with determining
the net asset value of the Fund. The Fund will reimburse MS Services for its
share of the cost of such services based upon its actual use of the services.
7. MS Services will use its best efforts in the performance of administrative
activities on behalf of each Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations hereunder,
MS Services shall not be liable to the Fund or any of its investors for any
error of judgment or mistake of law or for any act or omission by MS Services or
for any losses sustained by the Fund or its investors.
8. It is understood that any of the shareholders, Directors/Trustees, officers
and employees of the Fund may be a shareholder, director, officer or employee
of, or be otherwise interested in, MS Services, and in any person controlling,
controlled by or under common control with MS Services, and that MS Services and
any person controlling, controlled by or under common control with MS Services
may have an interest in the Fund. It is also understood that MS Services and any
affiliated persons thereof or any persons controlling, controlled by or under
common control with MS Services have and may have advisory, management,
administration service or other contracts with other organizations and persons,
and may have other interests and businesses, and further may purchase, sell or
trade any securities or commodities for their own accounts or for the account of
others for whom they may be acting.
9. This Agreement shall continue unless terminated by either party by written
notice delivered to the other party within 30 days. In the event that the
Amended and Restated Investment Advisory Agreement between any Fund and the
Investment Adviser is terminated, this Agreement will automatically terminate
with respect to such Fund.
10. This Agreement may be amended or modified by the parties in any manner by
written agreement executed by each of the parties hereto.
11. This Agreement may be assigned by either party with the written consent of
the other party.
12. This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York.
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on November 1, 2004 in New York, New York.
ON BEHALF OF EACH FUND AS SET
FORTH IN SCHEDULE A
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Attest:
/s/ Xxxxxxx Xxxxxxxx
--------------------
Xxxxxxx Xxxxxxxx
XXXXXX XXXXXXX SERVICES COMPANY
INC.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Attest:
/s/ Xxxxxxx Xxxxxxxx
--------------------
Xxxxxxx Xxxxxxxx
5
SCHEDULE A
XXXXXX XXXXXXX FUNDS
AT APRIL 25, 2006
OPEN-END FUNDS
1. Active Assets California Tax-Free Trust
2. Active Assets Government Securities Trust
3. Active Assets Institutional Government Securities Trust
4. Active Assets Institutional Money Trust
5. Active Assets Money Trust
6. Active Assets Tax-Free Trust
7. Xxxxxx Xxxxxxx Aggressive Equity Fund
8. Xxxxxx Xxxxxxx Allocator Fund
9. Xxxxxx Xxxxxxx American Opportunities Fund
10. Xxxxxx Xxxxxxx Balanced Growth Fund
11. Xxxxxx Xxxxxxx Balanced Income Fund
12. Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
13. Xxxxxx Xxxxxxx California Tax-Free Income Fund
14. Xxxxxx Xxxxxxx Capital Opportunities Trust
15. Xxxxxx Xxxxxxx Convertible Securities Trust
16. Xxxxxx Xxxxxxx Developing Growth Securities Trust
17. Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
18. Xxxxxx Xxxxxxx Equally-Weighted S&P Index Fund
19. Xxxxxx Xxxxxxx European Equity Fund Inc.
20. Xxxxxx Xxxxxxx Financial Services Trust
21. Xxxxxx Xxxxxxx Flexible Income Trust
22. Xxxxxx Xxxxxxx Fundamental Value Fund
23. Xxxxxx Xxxxxxx Global Advantage Fund
24. Xxxxxx Xxxxxxx Global Dividend Growth Securities
25. Xxxxxx Xxxxxxx Global Utilities Fund
26. Xxxxxx Xxxxxxx Growth Fund
27. Xxxxxx Xxxxxxx Health Sciences Trust
28. Xxxxxx Xxxxxxx High Yield Securities Inc.
29. Xxxxxx Xxxxxxx Income Builder Fund
30. Xxxxxx Xxxxxxx Income Trust
A-1
31. Xxxxxx Xxxxxxx Information Fund
32. Xxxxxx Xxxxxxx Institutional Strategies Fund
33. Xxxxxx Xxxxxxx International Fund
34. Xxxxxx Xxxxxxx International SmallCap Fund
35. Xxxxxx Xxxxxxx International Value Equity Fund
36. Xxxxxx Xxxxxxx Japan Fund
37. Xxxxxx Xxxxxxx Limited Duration Fund
38. Xxxxxx Xxxxxxx Limited Duration U.S. Treasury Trust
39. Xxxxxx Xxxxxxx Limited Term Municipal Trust
40. Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
41. Xxxxxx Xxxxxxx Mid-Cap Value Fund
42. Xxxxxx Xxxxxxx Mortgage Securities Trust
43. Xxxxxx Xxxxxxx Multi-Asset Class Fund
44. Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
45. Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
46. Xxxxxx Xxxxxxx New York Municipal Money Market Trust
47. Xxxxxx Xxxxxxx New York Tax-Free Income Fund
48. Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
49. Xxxxxx Xxxxxxx Real Estate Fund
50. Xxxxxx Xxxxxxx Select Dimensions Investment Series
(i) American Opportunities Portfolio
(ii) Balanced Growth Portfolio
(iii) Capital Opportunities Portfolio
(iv) Developing Growth Portfolio
(v) Dividend Growth Portfolio
(vi) Equally-Weighted S&P 500 Portfolio
(vii) Flexible Income Portfolio
(viii) Global Equity Portfolio
(ix) Growth Portfolio
(x) Money Market Portfolio
(xi) Utilities Portfolio
51. Xxxxxx Xxxxxxx Small-Mid Special Value Fund
52. Xxxxxx Xxxxxxx Special Growth Fund
53. Xxxxxx Xxxxxxx Special Value Fund
A-2
54. Xxxxxx Xxxxxxx Strategist Fund
55. Xxxxxx Xxxxxxx S&P 500 Index Fund
56. Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
57. Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
58. Xxxxxx Xxxxxxx Total Market Index Fund
59. Xxxxxx Xxxxxxx Total Return Trust
60. Xxxxxx Xxxxxxx U.S. Government Money Market Trust
61. Xxxxxx Xxxxxxx U.S. Government Securities Trust
62. Xxxxxx Xxxxxxx Utilities Fund
63. Xxxxxx Xxxxxxx Value Fund
64. Xxxxxx Xxxxxxx Variable Investment Series
(i) Aggressive Equity Portfolio
(ii) Dividend Growth Portfolio
(iii) Equity Portfolio
(iv) European Equity Portfolio
(v) Global Advantage Portfolio
(vi) Global Dividend Growth Portfolio
(vii) High Yield Portfolio
(viii) Income Builder Portfolio
(ix) Income Plus Portfolio
(x) Information Portfolio
(xi) Limited Duration Portfolio
(xii) Money Market Portfolio
(xiii) S&P 500 Index Portfolio
(xiv) Strategist Portfolio
(xv) Utilities Portfolio
CLOSED-END FUNDS
65. Xxxxxx Xxxxxxx California Insured Municipal Income Trust
66. Xxxxxx Xxxxxxx California Quality Municipal Securities
67. Xxxxxx Xxxxxxx Government Income Trust
68. Xxxxxx Xxxxxxx Income Securities Inc.
69. Xxxxxx Xxxxxxx Insured California Municipal Securities
70. Xxxxxx Xxxxxxx Insured Municipal Bond Trust
71. Xxxxxx Xxxxxxx Insured Municipal Income Trust
72. Xxxxxx Xxxxxxx Insured Municipal Securities
A-3
73. Xxxxxx Xxxxxxx Insured Municipal Trust
74. Xxxxxx Xxxxxxx New York Quality Municipal Securities
75. Xxxxxx Xxxxxxx Quality Municipal Income Trust
76. Xxxxxx Xxxxxxx Quality Municipal Investment Trust
77. Xxxxxx Xxxxxxx Quality Municipal Securities
A-4
SCHEDULE B
XXXXXX XXXXXXX SERVICES COMPANY INC.
SCHEDULE OF ADMINISTRATIVE FEES
Monthly compensation calculated daily by applying the following annual
rates to a fund's daily net assets. The fees set forth herein are subject to the
waivers and/or limitations for certain of the Funds described in Schedule A of
the Investment Advisory Agreement:
FIXED INCOME FUNDS 0.080% of the daily net assets.
Xxxxxx Xxxxxxx Balanced Income Fund
Xxxxxx Xxxxxxx California Tax-Free Income Fund
Xxxxxx Xxxxxxx Convertible Securities Trust
Xxxxxx Xxxxxxx Flexible Income Trust
Xxxxxx Xxxxxxx High Yield Securities Inc.
Xxxxxx Xxxxxxx Income Trust
Xxxxxx Xxxxxxx Limited Duration Fund
Xxxxxx Xxxxxxx Limited Term Municipal Trust
Xxxxxx Xxxxxxx Mortgage Securities Trust
Xxxxxx Xxxxxxx New York Tax-Free Income Fund
Xxxxxx Xxxxxxx Select Dimensions Investment Series--Flexible Income Portfolio
Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
B-5
Xxxxxx Xxxxxxx Total Return Bond Fund
Xxxxxx Xxxxxxx U.S. Government Securities Trust
Xxxxxx Xxxxxxx Variable Investment Series--High Yield Portfolio
Income Plus Portfolio
Limited Duration Portfolio
EQUITY FUNDS 0.080% of the daily net assets.
Xxxxxx Xxxxxxx Aggressive Equity Fund
Xxxxxx Xxxxxxx Allocator Fund
Xxxxxx Xxxxxxx American Opportunities Fund
Xxxxxx Xxxxxxx Balanced Growth Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Developing Growth Securities Trust
Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Index Fund
Xxxxxx Xxxxxxx European Equity Fund Inc.
Xxxxxx Xxxxxxx Financial Services Trust
Xxxxxx Xxxxxxx Fundamental Value Fund
Xxxxxx Xxxxxxx Global Advantage Fund
B-6
Xxxxxx Xxxxxxx Global Dividend Growth Securities
Xxxxxx Xxxxxxx Global Utilities Fund
Xxxxxx Xxxxxxx Growth Fund
Xxxxxx Xxxxxxx Health Sciences Trust
Xxxxxx Xxxxxxx Income Builder Fund
Xxxxxx Xxxxxxx Information Fund
Xxxxxx Xxxxxxx International Fund
Xxxxxx Xxxxxxx International SmallCap Fund
Xxxxxx Xxxxxxx International Value Equity Fund
Xxxxxx Xxxxxxx Japan Fund
Xxxxxx Xxxxxxx Mid-Cap Value Fund
Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
Xxxxxx Xxxxxxx Real Estate Fund
Xxxxxx Xxxxxxx Select Dimensions Investment Series--
American Opportunities Portfolio
Balanced Growth Portfolio
Capital Opportunities Portfolio
Developing Growth Portfolio
B-7
Dividend Growth Portfolio
Equally-Weighted S&P 500 Index Portfolio
Global Equity Portfolio
Growth Portfolio
Utilities Portfolio
Xxxxxx Xxxxxxx Small-Mid Special Value Fund
Xxxxxx Xxxxxxx Special Growth Fund
Xxxxxx Xxxxxxx Special Value Fund
Xxxxxx Xxxxxxx Strategist Fund
Xxxxxx Xxxxxxx S&P 500 Index Fund
Xxxxxx Xxxxxxx Total Market Index Fund
Xxxxxx Xxxxxxx Total Return Trust
Xxxxxx Xxxxxxx Utilities Fund
Xxxxxx Xxxxxxx Value Fund
Xxxxxx Xxxxxxx Variable Investment Series--
Aggressive Equity Portfolio
Dividend Growth Portfolio
Equity Portfolio
European Equity Portfolio
Global Advantage Portfolio
Global Dividend Growth Portfolio
Income Builder Portfolio
B-8
Information Portfolio
S&P 500 Index Portfolio
Strategist Portfolio
Utilities Portfolio
MONEY MARKET FUNDS 0.050% of the daily net assets.
Active Assets Trusts:
(1) Active Assets California Tax-Free Trust
(2) Active Assets Government Securities Trust
(3) Active Assets Institutional Government
Securities Trust
(4) Active Assets Institutional Money Trust
(5) Active Assets Money Trust
(6) Active Assets Tax-Free Trust
Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
Xxxxxx Xxxxxxx New York Municipal Money Market Trust
Xxxxxx Xxxxxxx Select Dimensions Investment Series -- Money Market Portfolio
Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx U.S. Government Money Market Trust
Xxxxxx Xxxxxxx Variable Investment Series -- Money Market Portfolio
Monthly compensation calculated weekly by applying the following annual
rates to a fund's weekly net assets:
CLOSED-END FUNDS 0.080% of the average weekly net assets.
Xxxxxx Xxxxxxx California Insured Municipal Income Trust
B-9
Xxxxxx Xxxxxxx California Quality Municipal Securities
Xxxxxx Xxxxxxx Government Income Trust
Xxxxxx Xxxxxxx Income Securities Inc.
Xxxxxx Xxxxxxx Insured California Municipal Securities
Xxxxxx Xxxxxxx Insured Municipal Bond Trust
Xxxxxx Xxxxxxx Insured Municipal Income Trust
Xxxxxx Xxxxxxx Insured Municipal Securities
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
B-10
