ADMINISTRATION AGREEMENT
EX 99.(h)(3)
AGREEMENT made as of the November 1, 2004 and supplemented as of April 24, 2008, 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
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. In addition, for purposes of this calculation, an amount up to the
aggregate amount of any other borrowings may be included in the Fund’s administrative fee
calculation. 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
- 2 -
such office 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.
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, as amended,
on April 24, 2008 in New York, New York.
ON BEHALF OF EACH FUND AS SET FORTH IN SCHEDULE A |
||||
By: | /s/ Xxx X. Doberman | |||
Xxx X. Doberman | ||||
Vice President | ||||
Attest:
/s/ Xxxxxx Xxxxxx | ||||
Xxxxxx Xxxxxx |
XXXXXX XXXXXXX SERVICES COMPANY INC. |
||||
By: | /s/ Xxxxxxxx X. Xxxxx Xx | |||
Xxxxxxxx X. Xxxxx Yu | ||||
Managing Director | ||||
Attest:
/s/ Xxxxxx X. Xxxxx | ||||
Xxxxxx X. Xxxxx |
SCHEDULE A
XXXXXX XXXXXXX FUNDS
XXXXXX XXXXXXX FUNDS
At June 18, 2010
Open-End Funds
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 California Tax-Free Daily Income Trust | |
8. | Xxxxxx Xxxxxxx Capital Opportunities Trust | |
9. | Xxxxxx Xxxxxxx European Equity Fund Inc. | |
10. | Xxxxxx Xxxxxxx Flexible Income Trust | |
11. | Xxxxxx Xxxxxxx Focus Growth Fund | |
12. | Xxxxxx Xxxxxxx Global Infrastructure Fund | |
13. | Xxxxxx Xxxxxxx Global Strategist Fund | |
14. | Xxxxxx Xxxxxxx International Fund | |
15. | Xxxxxx Xxxxxxx International Value Equity Fund | |
16. | Xxxxxx Xxxxxxx Limited Duration U.S. Government Trust | |
17. | Xxxxxx Xxxxxxx Liquid Asset Fund Inc. | |
18. | Xxxxxx Xxxxxxx Mid Cap Growth Fund | |
19. | Xxxxxx Xxxxxxx Mortgage Securities Trust | |
20. | Xxxxxx Xxxxxxx New York Municipal Money Market Trust | |
21. | Xxxxxx Xxxxxxx Real Estate Fund | |
Xxxxxx Xxxxxxx Select Dimensions Investment Series |
(i) | Capital Growth Portfolio |
Sch.B-1
(ii) | Capital Opportunities Portfolio | ||
(iii) | Flexible Income Portfolio | ||
(iv) | Focus Growth Portfolio | ||
(v) | Global Infrastructure Portfolio | ||
(vi) | Mid Cap Growth Portfolio | ||
(vii) | Money Market Portfolio |
22. | Xxxxxx Xxxxxxx Special Growth Fund | |
23. | Xxxxxx Xxxxxxx Tax-Free Daily Income Trust | |
24. | Xxxxxx Xxxxxxx U.S. Government Money Market Trust | |
25. | Xxxxxx Xxxxxxx U.S. Government Securities Trust | |
26. | Xxxxxx Xxxxxxx Variable Investment Series |
(i) | Aggressive Equity Portfolio | ||
(ii) | Capital Opportunities Portfolio | ||
(iii) | European Equity Portfolio | ||
(iv) | Global Infrastructure Portfolio | ||
(v) | Income Plus Portfolio | ||
(vi) | Limited Duration Portfolio | ||
(vii) | Money Market Portfolio | ||
(viii) | Strategist Portfolio |
Closed-End Funds
27. | Xxxxxx Xxxxxxx Income Securities Inc. |
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:
Sch.B-2
FIXED INCOME FUNDS |
0.080% of the daily net assets. | |
Xxxxxx Xxxxxxx Flexible Income Trust |
||
Xxxxxx Xxxxxxx Limited Duration U.S.
Government Trust |
||
Xxxxxx Xxxxxxx Mortgage Securities Trust |
||
Xxxxxx Xxxxxxx Select Dimensions Investment
Series: |
||
— Flexible Income Portfolio |
||
Xxxxxx Xxxxxxx U.S. Government Securities
Trust |
||
Xxxxxx Xxxxxxx Variable Investment Series— |
||
— Income Plus Portfolio |
||
— Limited Duration Portfolio |
Sch.B-3
EQUITY FUNDS |
0.080% of the daily net assets. | |
Xxxxxx Xxxxxxx Capital Opportunities Trust |
||
Xxxxxx Xxxxxxx European Equity Fund Inc. |
||
Xxxxxx Xxxxxxx Focus Growth Fund |
||
Xxxxxx Xxxxxxx Global Infrastructure Fund |
||
Xxxxxx Xxxxxxx Global Strategist Fund |
||
Xxxxxx Xxxxxxx International Fund |
||
Xxxxxx Xxxxxxx International Value Equity Fund |
||
Xxxxxx Xxxxxxx Mid Cap Growth Fund |
||
Xxxxxx Xxxxxxx Real Estate Fund |
||
Xxxxxx Xxxxxxx Select Dimensions Investment
Series: |
||
— Capital Growth Portfolio |
||
— Capital Opportunities Portfolio |
||
— Focus Growth Portfolio |
||
— Global Infrastructure Portfolio |
||
— Mid Cap Growth Portfolio |
||
Xxxxxx Xxxxxxx Special Growth Fund |
||
Xxxxxx Xxxxxxx Variable Investment Series— |
||
— Aggressive Equity Portfolio |
||
— Capital Opportunities Portfolio |
||
— European Equity Portfolio |
||
— Global Infrastructure Portfolio |
||
— Strategist 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 |
Sch.B-4
(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 (including an amount up to the aggregate amount of any other borrowings). | |
Xxxxxx Xxxxxxx Income Securities Inc. |
Sch.B-5