XXXXXX XXXXXXX SERIES FUNDS
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
September 26, 2007
Xxxxxx Xxxxxxx Services Company Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Xxxxxx Xxxxxxx Diversified Large Cap Equity Fund
Xxxxxx Xxxxxxx Diversified International Equity Fund
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"), or the portfolio of such investment
company (a "Portfolio") 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 or Portfolio's administrator under the
Agreement, you shall notify the Fund in writing, whereupon the Fund and/or
Portfolio shall be added to Schedule A of the Agreement and shall become subject
to the Agreement.
Xxxxxx Xxxxxxx Series Funds ("Fund") hereby informs you that it desires to
retain you as its administrator for the Portfolios listed above 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
Portfolios under the above-referenced Agreement, in consideration of the
compensation set forth in Schedule B of the Agreement.
Very truly yours,
Xxxxxx Xxxxxxx Series Funds,
On behalf of
Xxxxxx Xxxxxxx Diversified Large Cap
Equity Fund
Xxxxxx Xxxxxxx Diversified International
Equity Fund
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACCEPTED: Xxxxxx Xxxxxxx Services Company Inc.
By: /s/ 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
2
of an open-end Fund, the statement of additional information), tax returns,
proxy statements, and reports 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
3
space and equipment and such clerical and bookkeeping services as each Fund
shall reasonably require in 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 SEPTEMBER 26, 2007
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 Allocator Fund
8. Xxxxxx Xxxxxxx Balanced Fund
9. Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
10. Xxxxxx Xxxxxxx California Tax-Free Income Fund
11. Xxxxxx Xxxxxxx Capital Opportunities Trust
12. Xxxxxx Xxxxxxx Convertible Securities Trust
13. Xxxxxx Xxxxxxx Developing Growth Securities Trust
14. Xxxxxx Xxxxxxx Diversified International Equity Fund
15. Xxxxxx Xxxxxxx Diversified Large Cap Equity Fund
16. Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
17. Xxxxxx Xxxxxxx Equally-Weighted S&P Index Fund
18. Xxxxxx Xxxxxxx European Equity Fund Inc.
19. Xxxxxx Xxxxxxx Financial Services Trust
20. Xxxxxx Xxxxxxx Flexible Income Trust
21. Xxxxxx Xxxxxxx Focus Growth Fund
22. Xxxxxx Xxxxxxx Fundamental Value Fund
23. Xxxxxx Xxxxxxx FX Alpha Plus Portfolio
24. Xxxxxx Xxxxxxx FX Alpha Portfolio
25. Xxxxxx Xxxxxxx Global Advantage Fund
26. Xxxxxx Xxxxxxx Global Dividend Growth Securities
27. Xxxxxx Xxxxxxx Health Sciences Trust
28. Xxxxxx Xxxxxxx High Yield Securities Inc.
29. Xxxxxx Xxxxxxx Income Trust
30. Xxxxxx Xxxxxxx Institutional Strategies Fund
31. Xxxxxx Xxxxxxx International Fund
A-1
32. Xxxxxx Xxxxxxx International SmallCap Fund
33. Xxxxxx Xxxxxxx International Value Equity Fund
34. Xxxxxx Xxxxxxx Japan Fund
35. Xxxxxx Xxxxxxx Limited Duration Fund
36. Xxxxxx Xxxxxxx Limited Duration U.S. Government Trust
37. Xxxxxx Xxxxxxx Limited Term Municipal Trust
38. Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
39. Xxxxxx Xxxxxxx Mid-Cap Value Fund
40. Xxxxxx Xxxxxxx Mortgage Securities Trust
41. Xxxxxx Xxxxxxx Multi-Asset Class Fund
42. Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
43. Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
44. Xxxxxx Xxxxxxx New York Municipal Money Market Trust
45. Xxxxxx Xxxxxxx New York Tax-Free Income Fund
46. Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
47. Xxxxxx Xxxxxxx Real Estate Fund
48. Xxxxxx Xxxxxxx Select Dimensions Investment Series
(i) Focus Growth Portfolio
(ii) Balanced 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
49. Xxxxxx Xxxxxxx Small-Mid Special Value Fund
50. Xxxxxx Xxxxxxx Special Growth Fund
51. Xxxxxx Xxxxxxx Special Value Fund
52. Xxxxxx Xxxxxxx Strategist Fund
53. Xxxxxx Xxxxxxx S&P 500 Index Fund
54. Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
A-2
55. Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
56. Xxxxxx Xxxxxxx Technology Fund
57. Xxxxxx Xxxxxxx Total Market Index Fund
58. Xxxxxx Xxxxxxx U.S. Government Money Market Trust
59. Xxxxxx Xxxxxxx U.S. Government Securities Trust
60. Xxxxxx Xxxxxxx Utilities Fund
61. Xxxxxx Xxxxxxx Value Fund
62. 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) Limited Duration Portfolio
(xi) Money Market Portfolio
(xii) S&P 500 Index Portfolio
(xiii) Strategist Portfolio
(xiv) Utilities Portfolio
CLOSED-END FUNDS
63. Xxxxxx Xxxxxxx California Insured Municipal Income Trust
64. Xxxxxx Xxxxxxx California Quality Municipal Securities
65. Xxxxxx Xxxxxxx Income Securities Inc.
66. Xxxxxx Xxxxxxx Insured California Municipal Securities
67. Xxxxxx Xxxxxxx Insured Municipal Bond Trust
68. Xxxxxx Xxxxxxx Insured Municipal Income Trust
69. Xxxxxx Xxxxxxx Insured Municipal Securities
70. Xxxxxx Xxxxxxx Insured Municipal Trust
71. Xxxxxx Xxxxxxx New York Quality Municipal Securities
72. Xxxxxx Xxxxxxx Quality Municipal Income Trust
73. Xxxxxx Xxxxxxx Quality Municipal Investment Trust
74. Xxxxxx Xxxxxxx Quality Municipal Securities
A-3
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 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
Xxxxxx Xxxxxxx U.S. Government Securities Trust
Xxxxxx Xxxxxxx Variable Investment Series--
High Yield Portfolio
Income Plus Portfolio
Limited Duration Portfolio
B-4
EQUITY FUNDS 0.080% of the daily net assets.
Xxxxxx Xxxxxxx Allocator Fund
Xxxxxx Xxxxxxx Focus Growth Fund
Xxxxxx Xxxxxxx Balanced Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Developing Growth Securities Trust
Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
Xxxxxx Xxxxxxx Diversified Large Cap Equity Fund
Xxxxxx Xxxxxxx Diversified International Equity Fund
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 FX Alpha Portfolio
Xxxxxx Xxxxxxx FX Alpha Plus Portfolio
Xxxxxx Xxxxxxx Global Advantage Fund
Xxxxxx Xxxxxxx Global Dividend Growth Securities
B-5
Xxxxxx Xxxxxxx Health Sciences Trust
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--
Focus Growth Portfolio
Balanced Portfolio
Capital Opportunities Portfolio
Developing Growth Portfolio
Dividend Growth Portfolio
Equally-Weighted S&P 500 Index
Portfolio
Global Equity Portfolio
Growth Portfolio
Utilities Portfolio
B-6
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 Technology Fund
Xxxxxx Xxxxxxx Total Market Index Fund
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
Information Portfolio
S&P 500 Index Portfolio
Strategist Portfolio
Utilities Portfolio
MONEY MARKET FUNDS 0.050% of the daily net assets.
Active Assets Trusts:
B-7
(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
Xxxxxx Xxxxxxx California Quality Municipal Securities
Xxxxxx Xxxxxxx Government Income Trust
Xxxxxx Xxxxxxx Income Securities Inc.
Xxxxxx Xxxxxxx Insured California
B-8
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-9
