ADMINISTRATION AGREEMENT
Agreement made as of May 31, 1997, as amended May 15, 2002
and June 1, 2004, between XXX XXXXXX ADVANTAGE MUNICIPAL INCOME
TRUST II, a Massachusetts business trust (the "Fund"), and XXX
XXXXXX FUNDS INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund intends to operate as a closed-end
management investment company, and is so registered under the
Investment Company act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has authorized the issuance of its common
shares of beneficial interest, par value $.01 per share (the
"Common Shares") and a class of preferred shares of beneficial
interest with preference rights, the relative rights, terms and
preferences of which are to be determined by the Board of
Trustees of the Fund (the "Preferred Shares") (holders of the
Common Shares and Preferred Shares are referred to collectively
herein as the "Shareholders");
WHEREAS, the Fund wishes to retain the Administrator to
provide certain administrative services to the Fund, under the
terms and conditions stated below, and the Administrator is
willing to provide such services for the compensation set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties agree as follows:
1. Appointment. The Fund hereby appoints the
Administrator to administer the Fund, and the Administrator
accepts such appointment and agrees that it will furnish the
services set forth in paragraph 2 below.
2. Services and Duties of the Administrator. Subject to
the supervision of the Fund's Board of Trustees (the "Board"),
the Administrator will:
(a) Prepare and assemble all reports
required to be sent to the Fund Shareholders, and
arrange for the printing and dissemination of such
reports to Shareholders;
(b) Assemble all reports required to be
filed with the Securities and Exchange Commission
(the "SEC") on Form N-SAR, or such other form as
the SEC may substitute for Form N-SAR, and file
such completed form with the SEC;
(c) Arrange for the dissemination to
Shareholders of the Fund's proxy materials and
oversee the tabulation of proxies by the Fund's
transfer agent;
(d) Negotiate the terms and conditions under
which custodian services will be provided to the
Fund and the fees to be paid by the Fund to its
custodian (which may or may not be an affiliate of
the Fund's investment adviser) in connection
therewith;
(e) Negotiate the terms and conditions under
which dividend disbursing services will be
provided to the Fund, and the fees to be paid by
the Fund in connection therewith; review the
provision of dividend disbursing services to the
Fund;
(f) Determine the amounts available for
distribution as dividends and distributions to be
paid by the Fund to its Shareholders; prepare and
arrange for the printing of dividend notices to
Shareholders; and provide the Fund's dividend
disbursing agent and custodian with such
information as is required for such parties to
effect the payment of dividends and distributions
and to implement the Fund's dividend reinvestment
plan;
(g) Provide Shareholder services to holders
or potential holders of the Fund's securities
including but not limited to responding to
Shareholder requests for information;
(h) Assist in providing to the Fund's
independent accountants such information as is
necessary for such accountants to prepare and file
the Fund's federal income and excise tax returns
and the Fund's state and local tax returns;
(i) Assist the Fund's investment adviser in
monitoring compliance of the Fund's operations
with the 1940 Act and with its investment policies
and limitations as currently in effect;
(j) In connection with the issuance of the
Preferred Shares, calculate, monitor and provide
the rating agencies such asset coverage and
liquidity reports as the Board deems advisable
with respect to obtaining a rating on the
Preferred Shares;
(k) Oversee the maintenance of the Fund's
books and records under Rule 31a-1 under the 1940
Act by the custodians and accounting agent, as
applicable; and
(l) Make such reports and recommendations to
the Board as the Board reasonably requests or
deems appropriate.
3. Public Inquiries. The Fund and the Administrator agree
that the Administrator will not be responsible for replying to
questions or requests for information concerning the Fund from
Shareholders, brokers or the public. The Fund will inform the
Administrator of the party or parties to whom any such questions
or requests should be directed, and the Administrator will refer
such questions and requests to such party or parties.
4. Compliance with the Fund's Governing Documents and
Applicable Law. In all matters relating to the performance of
this Agreement, the Administrator will act in conformity with the
Declaration of Trust, By-Laws and registration statements of the
Fund and with the directions of the Board and Fund executive
officers and will conform to and comply with the requirements of
the 1940 Act and all other applicable federal or state laws and
regulations.
5. Service Not Exclusive. The Administrator's services
hereunder are not deemed to be exclusive, and the Administrator
is free to render administrative or other services to other funds
or clients so long as the Administrator's services under this
Agreement are not impaired thereby.
6. Use of Employees of the Investment Adviser. The Fund
acknowledges and agrees that the Administrator may, at its own
cost, use employees of Xxx Xxxxxx Asset Management, the Fund's
investment adviser, to perform a portion of or all of the
services required to be performed by the Administrator hereunder.
7. Limitation of Liability of the Administrator. The
Administrator will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or its
Shareholders in connection with the performance of its duties
under this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
duties under this Agreement.
8. Limitation of Liability of the Trustees and
Shareholders of the Fund. Pursuant to the provisions of Article
V, Section 5.5 of the Fund's Declaration of Trust as amended or
restated as of the date hereof, this Agreement is entered into by
the Board not individually, but as trustees under such
Declaration of Trust and the obligations of the Fund hereunder
are not binding upon any such trustees or Shareholders of the
Fund, but bind only the trust estate.
9. Duration and Termination. This Agreement will become
effective upon the date hereabove written and shall continue in
effect thereafter until terminated without penalty by the
Administrator or the Fund upon 30 days written notice to the
other and shall automatically terminate in the event of its
assignment as the term is defined in the 1940 Act.
10. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver or discharge or
termination is sought.
11. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and
1940 Act, without giving effect to the principles of conflicts of
law thereof. To the extent that the applicable laws of the
Commonwealth of Massachusetts conflict with the applicable
provisions of the 1940 Act, the latter shall control.
12. Miscellaneous. The captions of this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below, as
amended on June 1, 2004.
Attest: XXX XXXXXX ADVANTAGE MUNICIPAL
INCOME TRUST II
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
________________________________
___________________________________________
Xxxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Executive Vice President and
Principal Executive Officer
Attest: XXX XXXXXX FUNDS INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxx
________________________________
____________________________________________
Xxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Managing Director
VKI 6.04
