ADDENDUM
TO
XXXXXX XXXXXXX FUND, INC.
MSAM ADMINISTRATION AGREEMENT
This Addendum Agreement (the "Addendum") is made and entered into as of
September 26, 1996 by and between XXXXXX XXXXXXX ASSET MANAGEMENT INC., a
Delaware corporation ("MSAM"), and XXXXXX XXXXXXX FUND, INC., a Maryland
corporation (the "Fund"). The Addendum amends and supplements the MSAM
Administration Agreement dated as of November 17, 1992 by and between MSAM and
the Fund, as amended and supplemented to date (the "Agreement").
In consideration of the mutual covenants stated below and in the Agreement,
MSAM and the Fund agree as follows:
1. As used herein and in the Agreement, all capitalized terms herein have the
meanings as set forth in the Agreement. The Agreement and the Addendum
together constitute the entire agreement among the parties hereto and
supercede all prior oral or written agreements between either of the
parties hereto relating to the Investment Funds.
2. Schedule A, as amended and supplemented to date, is deleted and replaced
with the Schedule A attached hereto.
3. The Agreement as modified by the Addendum shall become effective as of the
date first written above when the Addendum is accepted and signed by the
parties hereto.
6. The Addendum may be executed in one or more counterparts, each of which
shall be deemed an original of the Addendum and when taken together shall
constitute one and the same Addendum.
IN WITNESS WHEREOF the parties hereto have caused the Addendum to be duly
executed as of the date first written above.
ATTEST: XXXXXX XXXXXXX ASSET MANAGEMENT INC.
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxx
------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxx
Title: Principal
ATTEST: XXXXXX XXXXXXX FUND, INC.
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxxxx X. Xxxxx
------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Secretary
SCHEDULE A
TO
MSAM ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 17, 1992
AS AMENDED AND SUPPLEMENTED AS OF SEPTEMBER 26, 1996
By and Between
XXXXXX XXXXXXX FUND, INC.
and
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
FEE SCHEDULE
I. FEE SCHEDULE FOR ALL INVESTMENT FUNDS, EXCEPT FOR THE FOLLOWING:
Xxxxxx Xxxxxxx Money Market Fund;
Xxxxxx Xxxxxxx Tax-Free Money Market Fund; and
Xxxxxx Xxxxxxx Government Obligations Money Market Fund.
For the services provided and the expenses assumed pursuant to the attached
MSAM Administration Agreement, Xxxxxx Xxxxxxx Fund, Inc. (the "Fund") shall pay
to Xxxxxx Xxxxxxx Asset Management Inc. ("MSAM") an annual fee, in monthly
installments, of 0.25% OF THE AVERAGE DAILY NET ASSETS of the applicable
Investment Funds.
This fee is allocated to each of the applicable Investment Funds based on
the relative net assets of such Investment Funds.
II. FEE SCHEDULE FOR THE FOLLOWING INVESTMENT FUNDS:
Xxxxxx Xxxxxxx Money Market Fund;
Xxxxxx Xxxxxxx Tax-Free Money Market Fund; and
Xxxxxx Xxxxxxx Government Obligations Money Market Fund.
A. SERVICES OTHER THAN AS TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.
For the services provided and the expenses assumed pursuant to the attached
MSAM Administration Agreement, except the services and expenses of transfer
agent and dividend disbursing agent, the Fund shall pay to MSAM an annual fee,
in monthly installments, as follows:
0.100 OF 1% ON THE FIRST $200 MILLION IN ASSETS, PLUS
0.075 OF 1% ON THE NEXT $200 MILLION IN ASSETS, PLUS
0.050 OF 1% ON THE NEXT $200 MILLION IN ASSETS, PLUS
0.030 OF 1% ON ASSETS IN EXCESS OF $600 MILLION.
The fees in the foregoing table shall be based on the average daily net
assets of such Investment Funds. The fees will be computed and are payable
monthly and are allocated to each of such Investment Funds based on the relative
net assets of such Investment Funds.
B. SERVICES AS TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.
For the services provided and the expenses assumed pursuant to the attached
MSAM Administration Agreement as transfer agent and dividend disbursing agent,
the Fund shall pay to MSAM annual and transaction fees based on the following
schedule:
ACCOUNT FEE:
Annual, semi-annual dividend $10.00 per account per annum
Quarterly dividend $12.00 per account per annum
Monthly dividend $15.00 per account per annum
Daily accrual dividend $15.00 per account per annum
Inactive account $ .30 per account per annum
Fees are billed monthly based on 1/12th of the annual fee. An inactive account
is defined as having a zero balance with no dividend payable. Inactive accounts
are purges annually after year-end tax reporting. Accounts which are subject to
a contingent deferred sales charge (CDSC) will have an additional 12.5% added to
their appropriate account fee.
TRANSACTION CHARGES:
New Account Set-up: $5.00 per account
Manual Transactions: $1.50 per transaction
Master/Omnibus Account: $1.50 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
Account fee: $1.85 per account
Checkwriting: $ .50 per check (returned to
shareholder)
$ .10 per check (not returned to
shareholder)
12b-1 Calculation $ .25 per account per calculation
Commission Cycle: $ .25 per account per calculation
(non Fund/Serv)
MONTHLY BASE FEE:
$2,000 for each portfolio/class; plus per account charges, excluding transaction
charges and out-of-pocket charges.
ADDITIONAL EXPENSES (OUT-OF-POCKET):
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage, etc. (bulk, pre-sort, first class current prevailing rates)
d. Hardware/phone lines for remote terminal(s)(if required)
e. Microfiche/microfilm
f. Wire fee for receipt or disbursement - $7.50 per wire
g. ACH Transaction Charge: $.20 per item
h. Mailing fee: Approximately $.08 per item, standard inserts $.015 each
i. Cost of proxy solicitation, mailing and tabulation
j. Certificate issuance fee: $2.00 per certificate
k. NSCC Fund/SERV interface charges, Networking charges, and PNC facility
and transaction charges (if applicable)
l. Audio Reponse (if applicable)
m. Record retention storage
n. "B" notice mailing: $3.00 per item
o. Locating lost shareholders in anticipation of escheating: $7.50 per
name
p. Development/programming costs: negotiated time and material
q. Consolidated statements: one annual statement included in pricing;
additional production $.25 per page, per production
r. Sales tracking system interfaces - negotiated time and expenses
s. Fulfillment
t. Creation of User Tapes - $100 per occurrence
u. Labels - $.06 each; $100 minimum
v. Non-PFPC caused reruns - time and material cost
w. Ad hoc reports: Standard $.01 per record processed - plus $100.00 set
up fee
x. Retroactive Record dates $100.00 plus $.025 per account
ADDITIONAL EXPENSES (WHICH MAY BE PAID BY SHAREHOLDER):
a. XXX/Xxxxx Processing: $10.00 per account per annum
5.00 new account set-up fee
10.00 per transfer in
18.00 per transfer out
b. Exchange Fee: $5.00
c. Checkwriting:
Stop Payments: $ 9.50 each
Non-Sufficient Funds 25.00 each
Check Copies 2.50 each
d. Account Transcripts: Most recent 3 years $35.00
Three years or greater 50.00
