Exhibit (h)(11)
CALL CENTER AND TRANSFER AGENCY SERVICES AMENDMENT
This Amendment dated November 28, 2022 (the “Amendment”)
to the Administration Agreement (the “Administration Agreement”), by and between the Funds listed on Schedule A to the respective
Administration Agreement (as amended, supplemented or otherwise modified) (the “Fund”) and Xxxxxx Xxxxxxx Investment Management
Inc. (the “Administrator”).
WITNESSETH:
WHEREAS, MSIM serves as administrator
to the Fund and its portfolios pursuant to the Administration Agreement and provides the general administration of the affairs of the
Fund; and
WHEREAS, the Fund desires to engage
the Administrator to provide certain call center and related transfer agency services to the Fund and certain of its portfolios identified
on Schedule A to this Amendment; and
WHEREAS, the Administrator wishes
to delegate the performance of these services to its affiliate, Xxxxx Xxxxx Management (“EVM”) pursuant to the terms of the
Agreement and this Amendment and EVM wishes to accept such delegation;
NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the Administration Agreement is amended as follows:
| 1. | The following is hereby added as (i) section 4(C) to the Administration Agreements between the Administrator
and each of Xxxxxx Xxxxxxx Institutional Fund Trust and Xxxxxx Xxxxxxx Institutional Fund, Inc.; (ii) section 3(C) to the Administration
Agreement between the Administrator and each of Xxxxxx Xxxxxxx Global Fixed Income Opportunities Fund, Xxxxxx Xxxxxxx Mortgage Securities
Trust, Xxxxxx Xxxxxxx U.S. Government Securities Trust, Xxxxxx Xxxxxxx Variable Investment Series, Xxxxxx Xxxxxxx Europe Opportunity Fund,
Inc., Xxxxxx Xxxxxxx Insight Fund, Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust, Xxxxxx Xxxxxxx Tax-Free Daily Income Trust and
Xxxxxx Xxxxxxx U.S. Government Money Market Trust; and sections 5(C) through (K) of the Administration Agreement between the Administrator
and Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. are hereby deleted and replaced with the following: |
C. Call Center and Transfer Agency Services.
Subject to the terms and conditions set forth in this Agreement, the Fund hereby engages and appoints the Administrator to provide,
and the Administrator agrees to provide, the following call center services and related transfer agency services for certain Portfolios
of the Fund, and such additional call center and related transfer agency services as may be mutually agreed in writing by the Fund and
the Administrator (collectively, the “Services”):
| a) | The Administrator shall maintain a unit to provide call center services for the Fund. This unit will provide
coverage each day during which the Fund is open. The Administrator will adjust the staffing of call center unit from time to time based
upon existing call center volume. |
| b) | The call center unit described in paragraph (a) above will: |
| (i) | Answer and respond to inquiries from existing shareholders, prospective shareholders of the Fund and broker-dealers
on behalf of such shareholders, such inquiries may include, but are not limited to, requests for information on account set-up and maintenance,
general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges
and account balances, requests for account access instructions and literature requests; |
| (ii) | Process orders for purchase, exchange and/or redemption of Fund shares received by the call center in
accordance with the Fund’s current registration statement, including the entering of any such orders received by the call center
into systems designated by the Fund for official recording on the books and records of the Fund. |
| c) | The Administrator shall be permitted to act upon any instruction of any person by telephone reasonably
believed to be genuine to redeem exchange and/or transfer Fund shares from any account for which such telephone transactions has been
authorized by a shareholder. In accordance with Section 6 herein, the Fund hereby agrees to indemnify and hold the Administrator or its
affiliates harmless against all losses costs or expenses, including attorney’s fees, suffered or incurred by the Administrator or
its affiliates directly or indirectly as a result of (i) taping the telephone conversation of any shareholder; and (ii) relying on telephone
instructions of any person acting on behalf of a shareholder account for which telephone services have been authorized. |
| d) | To the extent required by applicable law, the Administrator, or any affiliate of the Administrator performing
the Services, is and will remain registered with the SEC or other appropriate regulatory agency as a Transfer Agent pursuant to the requirements
of Section 17A of the Securities Exchange Act of 1934, as amended. |
| 2. | The following is hereby added as (i) section 18 to the Administration Agreement between the Administrator
and Xxxxxx Xxxxxxx Institutional Fund, Inc.; (ii) section 17 to the Administration Agreement between the Administrator and each of Xxxxxx
Xxxxxxx Global Fixed Income Opportunities Fund, Xxxxxx Xxxxxxx Mortgage Securities Trust, Xxxxxx Xxxxxxx U.S. Government Securities Trust,
Xxxxxx Xxxxxxx Variable Investment Series, Xxxxxx Xxxxxxx Europe Opportunity Fund, Inc., Xxxxxx Xxxxxxx Insight Fund, Xxxxxx Xxxxxxx California
Tax-Free Daily Income Trust, Xxxxxx Xxxxxxx Tax-Free Daily Income Trust and Xxxxxx Xxxxxxx U.S. Government Money Market Trust; and (iii)
section 19 to the Administration Agreement between the Administrator and Xxxxxx Xxxxxxx Variable Insurance Fund, Inc.: |
Use of Affiliates.
The Administrator hereby delegates the Services
to EVM and EVM hereby accepts such delegation in accordance with the terms of the Agreement and Call Center and Transfer Agency Services
Amendment.
| 3. | Section 18 of the Administration Agreement between the Administrator and Xxxxxx Xxxxxxx Institutional
Fund Trust is hereby deleted and replaced with the following: |
18. Use of Affiliates.
The Administrator hereby delegates the Services
to EVM and Xxxxxx Xxxxxxx Services Company Inc. (“MSSCI”), as applicable, and EVM and MSSCI hereby accept such delegation
in accordance with the terms of the respective Agreement and Call Center and Transfer Agency Services Amendment.
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to the Agreement to be executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
EACH FUND, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A
| By: ______________________________________ |
|
| Name: |
|
| Title: |
|
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
| By: ______________________________________ |
|
| Name: |
|
| Title: |
|
XXXXX XXXXX MANAGEMENT
| By: ______________________________________ |
|
| Name: |
|
| Title: |
|
SCHEDULE A
EQUITY FUNDS
| 1. | Xxxxxx Xxxxxxx Europe Opportunity Fund Inc. |
| 2. | Xxxxxx Xxxxxxx Insight Fund |
| 3. | Xxxxxx Xxxxxxx Institutional Fund, Inc. |
| • | Active International Allocation Portfolio |
| • | American Resilience Portfolio |
| • | Asia Opportunity Portfolio |
| • | Counterpoint Global Portfolio |
| • | Developing Opportunity Portfolio |
| • | Emerging Markets Leaders Portfolio |
| • | Emerging Markets Portfolio |
| • | Global Insight Portfolio |
| • | Global Concentrated Portfolio |
| • | Global Endurance Portfolio |
| • | Global Focus Real Estate Portfolio |
| • | Global Franchise Portfolio |
| • | Global Infrastructure Portfolio |
| • | Global Opportunity Portfolio |
| • | Global Permanence Portfolio |
| • | Global Real Estate Portfolio |
| • | Global Sustain Portfolio |
| • | International Advantage Portfolio |
| • | International Equity Portfolio |
| • | International Opportunity Portfolio |
| • | International Resilience Portfolio |
| • | Multi-Asset Real Return Portfolio |
| • | Next Gen Emerging Markets Portfolio |
| • | Sustainable Emerging Markets
Portfolio |
| • | U.S. Focus Real Estate Portfolio |
| • | U.S. Real Estate Portfolio |
| 4. | Xxxxxx Xxxxxxx Institutional Fund Trust |
| • | Global Strategist Portfolio |
| 5. | Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. |
| • | Emerging Markets Equity Portfolio |
| • | Global Franchise Portfolio |
| • | Global Infrastructure Portfolio |
| • | Global Real Estate Portfolio |
| • | Global Strategist Portfolio |
| • | U.S. Real Estate Portfolio |
FIXED INCOME FUNDS
| 1. | Xxxxxx Xxxxxxx Global Fixed Income Opportunities Fund |
| 2. | Xxxxxx Xxxxxxx Mortgage Securities Trust |
| 3. | Xxxxxx Xxxxxxx U.S. Government Securities Trust |
| 4. | Xxxxxx Xxxxxxx Variable Investment Series |
| 5. | Xxxxxx Xxxxxxx Institutional Fund Trust |
| • | Core Plus Fixed Income Portfolio |
| • | Corporate Bond Portfolio |
| 6. | Xxxxxx Xxxxxxx Variable Insurance Fund, Inc. |
| • | Core Plus Fixed Income Portfolio |
| • | Emerging Markets Debt Portfolio |
MONEY MARKET FUNDS
| 1. | Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust |
| 2. | Xxxxxx Xxxxxxx Tax-Free Daily Income Trust |
| 3. | Xxxxxx Xxxxxxx U.S. Government Money Market Trust |
