XXXXXX XXXXXXX SERIES FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
November 29, 2007
Xxxxxx Xxxxxxx Investment Advisors Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Xxxxxx Xxxxxxx Commodities Alpha Fund
Xxxxxx Xxxxxxx Commodities Alpha Fund (Cayman) Ltd. Fund
Dear Sirs:
The Amended and Restated Investment Advisory Agreement made as of November 1,
2004 between you and various investment companies for which you act as
investment adviser (the "Agreement") provides that if at any time another such
investment company, such as the undersigned fund (the "Fund"), or a portfolio of
such investment company (a "Portfolio") desires to appoint you to serve as its
investment adviser 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
investment adviser 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.
This Fund hereby informs you that it desires to retain you as its investment
adviser for the Portfolios indicated above under the Agreement.
Your execution of this letter, where indicated, shall constitute notification to
us of your willingness to render investment advisory services in respect to the
Portfolios under the above-
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referenced Agreement, in consideration of the compensation set forth in Schedule
A of the Agreement and any schedules thereto.
Very truly yours,
Xxxxxx Xxxxxxx Series Fund,
On behalf of
Xxxxxx Xxxxxxx Commodities Alpha Fund
Xxxxxx Xxxxxxx Commodities Alpha Fund (Cayman) Ltd. Fund
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACCEPTED: Xxxxxx Xxxxxxx Investment Advisors Inc.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
-2-
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 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 Investment
Advisors Inc., a Delaware corporation (hereinafter called the "Investment
Adviser"):
WHEREAS, each Fund is engaged in business as an open-end management
investment company or as a closed-end management investment company, as
identified as such on Schedule A, and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, and engages in the business of acting
as investment adviser; and
WHEREAS, each Fund entered into an Investment Management Agreement to
provide management and investment advisory services with the Investment Adviser,
or its predecessor as the case may be, effective as of the date set forth in
Schedule A (the "Current Investment Management Agreements"); and
WHEREAS, as of May 1, 2004, the Current Investment Management Agreements
were amended and restated to combine the Current Investment Management
Agreements into a single Amended and Restated Investment Management Agreement
(the "Amended and Restated Investment Management Agreement") to reflect the
current parties to such agreements and to make other ministerial changes
designed to facilitate the administration of the Amended and Restated Investment
Management Agreement; and
WHEREAS, each Fund desires to retain the Investment Adviser to render
investment advisory services in the manner and on the terms and conditions
hereinafter set forth; and
WHEREAS, the Investment Adviser desires to be retained to perform said
services on said terms and conditions; and
WHEREAS, each Fund and the Investment Adviser desires to provide for the
administrative and other management services that the Investment Adviser
provided under the Amended and Restated Investment Management Agreement in a
separate Administration Agreement (the "Administration Agreement") to be entered
into by each Fund with Xxxxxx Xxxxxxx Services Company Inc.; and
WHEREAS, this Agreement further amends and restates the Amended and
Restated Investment Management Agreement to remove the provisions relating to
the administrative and other management services, and to reduce the fees payable
by the Funds hereunder but otherwise reflects the current parties to the Amended
and Restated Investment Management Agreement (and Annexes 1, 2 and 3 will be
amended, if necessary, to add a Fund when such Fund is first included in
Schedule A);
WITNESSETH
In consideration of the mutual covenants and agreements of the parties
hereto as hereinafter contained, each Fund and the Investment Adviser agree as
follows:
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1. Each Fund hereby retains the Investment Adviser to act as investment
adviser of such Fund and, subject to the supervision of the Trustees/Directors,
to supervise the investment activities of such Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Adviser shall
obtain and evaluate such information and advice relating to the economy,
securities, securities markets and commodities markets as it deems necessary or
useful to discharge its duties hereunder; shall continuously manage the assets
of each Fund in a manner consistent with the investment objectives and policies
of a Fund; shall determine the securities to be purchased, sold or otherwise
disposed of by a Fund and the timing of such purchases, sales and dispositions;
and shall take such further action, including the placing of purchase and sale
orders on behalf of a Fund, as the Investment Adviser shall deem necessary or
appropriate. The Investment Adviser shall also furnish to or place at the
disposal of each Fund such of the information, evaluations, analyses and
opinions formulated or obtained by the Investment Adviser in the discharge of
its duties as each Fund may, from time to time, reasonably request.
2. In connection with those Funds identified in Annex 1 to this Agreement
and as permitted in their respective Current Investment Management Agreements,
and in connection with all Funds added to Schedule A after the date hereof, the
Investment Adviser may, subject to the approval of the Board of
Trustees/Directors (and in the case of the Xxxxxx Xxxxxxx European Growth Fund
Inc., Xxxxxx Xxxxxxx International SmallCap Fund, Xxxxxx Xxxxxxx Japan Fund,
Xxxxxx Xxxxxxx Pacific Growth Fund Inc. and Xxxxxx Xxxxxxx Variable Investment
Series (on behalf of its European Growth Portfolio) shall) at its own expense,
enter into a Sub-Advisory Agreement with a Sub-Advisor to make determinations as
to certain or all of the securities and commodities to be purchased, sold or
otherwise disposed of by such Funds and the timing of such purchases, sales and
dispositions and to take such further action, including the placing of purchase
and sale orders on behalf of such Funds as the Sub-Advisor, in consultation with
the Investment Adviser, shall deem necessary or appropriate; provided that the
Investment Adviser shall be responsible for monitoring compliance by such
Sub-Advisor with the investment policies and restrictions of such Funds and with
such other limitations or directions as the Trustees/Directors of the Fund may
from time to time prescribe.
3. The Investment Adviser 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 the Investment Adviser shall be deemed to
include persons employed or otherwise retained by the Investment Adviser to
furnish statistical and other factual data, advice regarding economic factors
and trends, information with respect to technical and scientific developments,
and such other information, advice and assistance as the Investment Adviser may
desire.
4. Each Fund will, from time to time, furnish or otherwise make available
to the Investment Adviser such financial reports, proxy statements and other
information relating to the business and affairs of such Fund as the Investment
Adviser may reasonably require in order to discharge its duties and obligations
hereunder.
5. The Investment Adviser shall bear the cost of rendering the investment
advisory and supervisory 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
the Investment Adviser.
6. Except as otherwise provided in the Administration Agreement, each Fund
assumes and shall pay or cause to be paid all other expenses of such Fund,
including without limitation: fees and expenses payable under the Administration
Agreement, the charges and expenses of any registrar, any custodian or
depository appointed by the Fund for the safekeeping of its cash, portfolio
securities and commodities and other property, and any stock transfer or
dividend agent or agents appointed by the
-4-
Fund; brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities and commodities issuance and transfer taxes, and fees payable by the
Fund to Federal, State or other governmental agencies; the cost and expense of
engraving or printing share certificates representing shares of the Fund; all
costs and expenses in connection with the registration and maintenance of
registration of the Fund and its shares with the Securities and Exchange
Commission and various states and other jurisdictions (including filing fees and
legal fees and disbursements of counsel); the cost and expense of printing
(including typesetting) and distributing prospectuses of the Fund and
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Trustees'/Directors' meetings and of preparing, printing and mailing proxy
statements and reports to shareholders; fees and travel expenses of
Trustees/Directors or members of any advisory board or committee who are not
employees of the Investment Adviser or any corporate affiliate of the Investment
Adviser; all expenses incident to the payment of any dividend, distribution,
withdrawal or redemption (and in the case of the closed-end funds, any dividend
or distribution program), whether in shares or in cash; charges and expenses of
any outside pricing service used for pricing of the Fund's shares; charges and
expenses of legal counsel, including counsel to the Trustees/Directors of the
Fund who are not interested persons (as defined in the Act) of the Fund or the
Investment Adviser, and of independent accountants in connection with any matter
relating to the Fund; membership dues of the Investment Company Institute (and
in the case of the closed-end funds, other appropriate industry associations);
interest payable on Fund borrowings; (and in the case of the closed-end funds,
fees and expenses incident to the listing of the funds' shares on any stock
exchange); postage; insurance premiums on property or personnel (including
officers and Trustees/Directors) of the Fund which inure to its benefit;
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation.
7. For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Adviser, each Fund shall pay to the
Investment Adviser monthly compensation determined by applying the annual rates
to the Fund's daily net assets (weekly net assets with respect to each
closed-end fund) as set forth in Schedule A, provided, however, that in no event
will the sum of the fee payable hereunder by each Fund to the Investment Adviser
hereunder and the fee payable by that Fund under the Administration Agreement,
as that agreement may be amended from time to time, exceed the fee payable by
the Fund under the Amended and Restated Investment Management Agreement. For the
purposes of calculating the advisory fee hereunder and the administrative fee
under the Administration Agreement for the closed-end funds referenced on Annex
2 the liquidation preference of any Preferred Shares issued by each of such
Funds will not be deducted from the Fund's total assets. Except as hereinafter
set forth, compensation under this Agreement shall be calculated and accrued
daily and the amounts of the daily accruals shall be paid monthly. Such
calculations shall be made by applying 1/365ths of the annual rates to each
Fund's net assets each day determined as of the close of business on that day or
the last previous business day.
In connection with the closed-end funds identified on Schedule A,
compensation under this Agreement shall be calculated and accrued weekly and
paid monthly by applying the annual rates to the average weekly net assets of
the Fund determined as of the close of the last business day of each week,
except for such closed-end funds as may be specified in Schedule A. At the
request of the Investment Adviser, compensation hereunder shall be calculated
and accrued at more frequent intervals in a manner consistent with the
calculation of fees on a weekly basis.
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 in Schedule A. Subject to the
provisions of paragraph 8 hereof, payment of the Investment Adviser's
compensation for the preceding
-5-
month shall be made as promptly as possible after completion of the computation
contemplated by paragraph 8 hereof.
8. This section is applicable only to those Funds listed on Annex 3 and
subject to any fund specific requirements set forth in Annex 3. In the event the
operating expenses of those Funds identified in Annex 3 to this Agreement,
including amounts payable to the Investment Adviser pursuant to paragraph 7
hereof and the amounts payable by the Funds under the Administration Agreement,
for any fiscal year ending on a date on which this Agreement is in effect,
exceed the expense limitations applicable to a Fund imposed by state securities
laws or regulations thereunder, as such limitations may be raised or lowered
from time to time, the Investment Adviser shall reduce its advisory fee to the
extent of such excess and, if required, pursuant to any such laws or
regulations, will reimburse a Fund for annual operating expenses in excess of
any expense limitation that may be applicable; provided, however, there shall be
excluded from such expenses the amount of any interest, taxes, brokerage
commissions and extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs and any indemnification related
thereto) paid or payable by a Fund. Such reduction, if any, shall be computed
and accrued daily (and in the case of the closed-end funds, weekly), shall be
settled on a monthly basis, and shall be based upon the expense limitation
applicable to a Fund as at the end of the last business day of the month. Should
two or more such expense limitations be applicable as at the end of the last
business day of the month, (and in the case of the closed-end funds, as at the
end of the last full week of the month) that expense limitation which results in
the largest reduction in the Investment Adviser's fee shall be applicable.
9. The Investment Adviser will use its best efforts in the supervision and
management of the investment activities of each Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Adviser shall not be liable to a Fund or
any of its investors for any error of judgment or mistake of law or for any act
or omission by the Investment Adviser or for any losses sustained by a Fund or
its investors.
10. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way bind or restrict the Investment Adviser or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any
trustee/director, officer or employee of the Investment Adviser to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.
11. This Agreement shall continue in effect with respect to each Fund for a
period of up to one year from the effective date hereof (except with respect to
any Fund added to Schedule A of this Agreement after the date hereof, for an
initial period of two years from the date that such Fund is added) and
thereafter provided such continuance is approved at least annually by the vote
of holders of a majority (as defined in the Act) of the outstanding voting
securities of each Fund (if applicable, Common Shares and Preferred Shares
voting together as a single class) or by the Board of Trustees/Directors of such
Fund; provided that in either event such continuance is also approved annually
by the vote of a majority of the Trustees/Directors of such Fund who are not
parties to this Agreement or "interested persons" (as defined in the Act) of any
such party, which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that (a) each Fund may,
at any time and without the payment of any penalty, terminate this Agreement
upon thirty days' written notice to the Investment Adviser, either by majority
vote of the Board of Trustees/Directors of such Fund or by the vote of a
majority of the outstanding voting securities of such Fund (if applicable,
Common Shares and Preferred Shares voting together as a single class); (b) this
Agreement shall immediately terminate in the event of
-6-
its assignment (within the meaning of the Act) unless such automatic termination
shall be prevented by an exemptive order of the Securities and Exchange
Commission; and (c) the Investment Adviser may terminate this Agreement without
payment of penalty on thirty days' written notice to such Fund. Any notice under
this Agreement shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such party.
Any approval of this Agreement by the holders of a majority of the
outstanding voting securities of any portfolio/series of a Fund shall be
effective to continue this Agreement with respect to such portfolio/series
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding voting securities of any other portfolio/series or
(b) that this Agreement has not been approved by the vote of a majority of the
outstanding voting securities of the Fund of which it is a portfolio/series
unless such approval shall be required by any other applicable law or otherwise.
12. This Agreement may be amended by the parties without the vote or
consent of shareholders of a Fund to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, or if they
deem it necessary to conform this Agreement to the requirements of applicable
federal laws or regulations, but neither the Funds nor the Investment Adviser
shall be liable for failing to do so.
13. This Agreement shall be construed in accordance with the law of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall control.
14. The Declaration of Trust, together with all amendments thereto
establishing each Fund identified in Schedule A as a Massachusetts business
trust (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of such Funds refers to
the Trustees under the Declaration collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of such Funds shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of such Funds, but the Trust Estate
only shall be liable.
15. The Investment Adviser and each Fund agree that the name Xxxxxx Xxxxxxx
is a property right of the Investment Adviser or its parent. Each Fund agrees
and consents that (i) it will only use the name Xxxxxx Xxxxxxx as a component of
its name and for no other purpose, (ii) it will not purport to grant to any
third party the right to use the Name for any purpose, (iii) the Investment
Adviser or its parent, or any corporate affiliate of the Investment Adviser's
parent, may use or grant to others the right to use the name Xxxxxx Xxxxxxx, or
any combination or abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, including a grant of such right to
any other investment company, (iv) at the request of the Investment Adviser or
its parent or any corporate affiliate of the Investment Adviser's parent, each
Fund will take such action as may be required to provide its consent to the use
name Xxxxxx Xxxxxxx, or any combination or abbreviation thereof, by the
Investment Adviser or its parent or any corporate affiliate of the Investment
Adviser's parent, or by any person to whom the Investment Adviser or its then
current parent or a corporate affiliate of the Investment Adviser's parent shall
have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which a corporate affiliate of the Investment
Adviser's parent and each Fund may enter, or upon termination of affiliation of
the Investment Adviser with its parent, each Fund shall, upon request of the
Investment Adviser or its parent or any corporate affiliate of the Investment
Adviser's parent, cease to use the Name as a component of its name, and shall
not use the name, or any combination or abbreviation thereof, as a part of its
name or for any other commercial purpose, and shall cause its officers,
trustees/directors and shareholders to take any and all actions which the
Investment Adviser or its parent
-7-
or any corporate affiliate of the Investment Adviser's parent, may request to
effect the foregoing and to reconvey to the Investment Adviser's parent any and
all rights to such name.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on November 1, 2004, in New York, New York.
ON BEHALF OF EACH FUND AS SET
FORTH IN SCHEDULE A
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx
Attest:
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
XXXXXX XXXXXXX INVESTMENT ADVISORS INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
Attest:
/s/ Xxxxxxxxx Xxxxxxxxxxx
-------------------------------------
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Page 1 of Schedule A
SCHEDULE A
As of November 29, 2007
All of the Funds referenced below are organized as Massachusetts business
trusts unless otherwise indicated.
I. OPEN-END FUNDS: Monthly Compensation calculated daily by applying the
following annual rates to a fund's daily net assets:
EFFECTIVE DATE OF
AGREEMENT AND
ANY AMENDMENTS ENTERED
FIXED INCOME FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx California Tax- Free 05/31/97, as amended on 0.47% of the portion of the daily net assets not
Income Fund 04/30/98 exceeding $500 million; 0.445% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.42% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; and 0.395% of the
portion of the daily net assets exceeding $1
billion.
Xxxxxx Xxxxxxx Convertible Securities 05/31/97 0.52% of the portion of the daily net assets not
Trust exceeding $750 million; 0.47% of the portion of
the daily net assets exceeding $750 million but
not exceeding $1 billion; 0.42% of the portion of
the daily net assets of the exceeding $1 billion
but not exceeding $1.5 billion; 0.395% of the
portion of the daily net assets exceeding $1.5
billion but not exceeding $2 billion; 0.37% of
the portion of the daily net assets exceeding $2
billion but not exceeding $3 billion; and 0.345%
of the portion of the daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx Mortgage Securities Trust 05/31/97, as amended on 0.47% of the portion of the daily net assets not
04/30/98 exceeding $1 billion; 0.445% of the portion of
the daily net assets exceeding $1 billion but not
exceeding $1.5 billion; 0.42% of the portion of
the daily net assets exceeding $1.5 billion but
not exceeding $2 billion; 0.395% of the portion
of the daily net assets exceeding $2 billion but
not exceeding $2.5 billion; 0.37% of the portion
of the daily net assets exceeding $2.5 billion
but not exceeding $5 billion; 0.345% of the
portion of the daily net assets exceeding $5
billion but not exceeding $7.5 billion; 0.32% of
the portion of the daily net assets exceeding
$7.5 billion but not exceeding $10 billion;
0.295% of the portion of the daily net assets
exceeding $10 billion but not exceeding $12.5
billion; and 0.27% of the portion of the daily
net assets exceeding $12.5 billion.
Xxxxxx Xxxxxxx Flexible Income Trust 05/31/97, as amended on 0.32% of the daily net assets.
04/30/98
Page 2 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
ANY AMENDMENTS ENTERED
FIXED INCOME FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx High Yield Securities 05/31/97 0.42% of the portion of the daily net assets not
Inc. (Maryland corporation) exceeding $500 million; 0.345% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.295% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.27% of the
portion of the daily net assets exceeding $1
billion but not exceeding $2 billion; 0.245% of
the portion of the daily net assets exceeding $2
billion but not exceeding $3 billion; and 0.22%
of the portion of the daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx Limited Duration Fund 05/31/97, as amended on 0.52% of the portion of the daily net assets not
04/30/98, 05/01/04 exceeding $1 billion; 0.47% of the portion of
the daily net assets exceeding $1 billion but not
exceeding $2 billion; and 0.42% of the portion of
the daily net assets exceeding $2 billion.
Xxxxxx Xxxxxxx Limited Duration U.S. 05/31/97, as amended on 0.27% of the daily net assets not exceeding $1
Government Trust 04/30/98 billion; and 0.25% of the portion of the daily
net assets exceeding $1 billion.
Xxxxxx Xxxxxxx Limited Term Municipal 05/31/97, as amended on 0.42% of the daily net assets.
Trust 04/30/98
Xxxxxx Xxxxxxx New York Tax- Free Income 05/31/97, as amended on 0.47% of the portion of the daily net assets not
Fund 04/30/98 exceeding $500 million; and 0.445% of the portion
of the daily net assets exceeding $500 million.
Xxxxxx Xxxxxxx Income Trust 05/31/97, as amended on 0.42% of the portion of the daily net assets not
04/30/98 exceeding $500 million; 0.35% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1.25 billion; and 0.22% of the
portion of the daily net assets exceeding $1.25
billion.
Xxxxxx Xxxxxxx Series Fund
- Xxxxxx Xxxxxxx Commodities Alpha Fund November 29, 2007 0.80% of the daily net assets
- Xxxxxx Xxxxxxx Commodities Alpha Fund November 29, 2007 None
(Cayman) Ltd.
Xxxxxx Xxxxxxx Select Dimensions 05/31/97, as amended on 0.32% of the daily net assets.
Investment Series-- 04/30/98
- Flexible Income Portfolio
Xxxxxx Xxxxxxx Tax-Exempt Securities 05/31/97, as amended on 0.42% of the portion of the daily net assets not
Trust 04/30/98, 05/01/02 exceeding $500 million; 0.345% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.295% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.27% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.25 billion; 0.245%
of the portion of the daily net assets exceeding
$1.25 billion but not exceeding $2.5 billion; and
0.22% of the portion of the daily net assets
exceeding $2.5 billion.
2
Page 3 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
ANY AMENDMENTS ENTERED
FIXED INCOME FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx U.S. Government 05/31/97, as amended on 0.42% of the portion of the daily net assets not
Securities Trust 04/30/98 exceeding $1 billion; 0.395% of the portion of
the daily net assets exceeding $1 billion but not
exceeding $1.5 billion; 0.37% of the portion of
the daily net assets exceeding $1.5 billion but
not exceeding $2 billion; 0.345% of the portion
of the daily net assets exceeding $2 billion but
not exceeding $2.5 billion; 0.32% of the portion
of the daily net assets exceeding $2.5 billion
but not exceeding $5 billion; 0.295% of the
portion of the daily net assets exceeding $5
billion but not exceeding $7.5 billion; 0.27% of
the portion of the daily net assets exceeding
$7.5 billion but not exceeding $10 billion;
0.245% of the portion of the daily net assets
exceeding $10 billion but not exceeding $12.5
billion; and 0.22% of the portion of the daily
net assets exceeding $12.5 billion.
Xxxxxx Xxxxxxx Variable Investment
Series--
- High Yield Portfolio 05/31/97, as amended on 0.42% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $500 million; 0.345% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $750 million; 0.295% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.27% of the
portion of the daily net assets exceeding $1
billion but not exceeding $2 billion; 0.245% of
the portion of the daily net assets exceeding $2
billion but not exceeding $3 billion; and 0.22%
of the portion of the daily net assets exceeding
$3 billion.
- Limited Duration Portfolio 05/31/97, as amended on 0.30% of the daily net assets.
05/01/98, 05/01/99,
05/01/00
- Income Plus Portfolio 05/31/97, as amended on 0.42% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $500 million; 0.35% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $1.25 billion; and 0.22% of the
portion of the daily net assets exceeding $1.25
billion.
3
Page 4 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Allocator Fund 12/12/02 0.67% of the daily net assets.
Xxxxxx Xxxxxxx Focus Growth Fund 05/31/97 0.545% of the portion of the daily net assets not
exceeding $250 million; 0.42% of the portion of
the daily net assets exceeding $250 million but
not exceeding $2.5 billion; 0.395% of the portion
of the daily net assets exceeding $2.5 billion
but not exceeding $3.5 billion; 0.37% of the
portion of the daily net assets exceeding $3.5
billion but not exceeding $4.5 billion; and
0.345% of the portion of the daily net assets
exceeding $4.5 billion.
Xxxxxx Xxxxxxx Balanced Fund 05/31/97, as amended on 0.52% of the portion of the daily net assets not
04/30/98, 05/01/99 exceeding $500 million; and 0.495% of the portion
of the daily net assets exceeding $500 million.
Xxxxxx Xxxxxxx Capital Opportunities 06/28/99 0.67% of the portion of the daily net assets not
Trust exceeding $500 million; 0.645% of the portion of
the daily net assets exceeding $500 million but
not exceeding $2 billion; 0.62% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.595% of the portion
of the daily net assets exceeding $3 billion.
Xxxxxx Xxxxxxx Developing Growth 05/31/97, as amended on 0.42% of the portion of the daily net assets not
Securities Trust 04/30/98 exceeding $500 million; and 0.395% of the portion
of the daily net assets exceeding $500 million.
Xxxxxx Xxxxxxx Dividend Growth 05/31/97, as amended on 0.545% of the portion of the daily net assets not
Securities Inc. 04/30/98 exceeding $250 million; 0.42% of the portion of
the daily net assets exceeding $250 million but
(Maryland corporation) not exceeding $1 billion; 0.395% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $2 billion; 0.37% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $3 billion; 0.345% of the portion of
the daily net assets exceeding $3 billion but not
exceeding $4 billion; 0.32% of the portion of the
daily net assets exceeding $4 billion but not
exceeding $5 billion; 0.295% of the portion of
the daily net assets exceeding $5 billion but not
exceeding $6 billion; 0.27% of the portion of the
daily net assets exceeding $6 billion but not
exceeding $8 billion; 0.245% of the portion
exceeding $8 billion but not exceeding $10
billion; 0.22% of the portion of the daily net
assets exceeding $10 billion but not exceeding
$15 billion; and 0.195% of the portion of the
daily net assets exceeding $15 billion.
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 05/31/97, as amended on 0.12% of the portion of the daily net assets not
Fund 05/01/98 exceeding $2 billion; and 0.10% of the portion of
the daily net assets exceeding $2 billion.
4
Page 5 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx European Equity Fund Inc. 05/31/97, as amended on 0.87% of the portion of the daily net assets not
04/30/98, 12/01/98, exceeding $500 million; 0.82% of the portion of
(Maryland corporation) 05/01/00 the daily net assets exceeding $500 million but
not exceeding $2 billion; 0.77% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.745% of the portion
of the daily net assets exceeding $3 billion.
Xxxxxx Xxxxxxx Financial Services Trust 05/31/97, as amended on 0.67% of the portion of the daily net assets not
04/30/98, 05/01/99, exceeding $500 million; 0.645% of the portion of
05/01/01 the daily net assets exceeding $500 million but
not exceeding $1.0 billion; and 0.62% of the
portion of the daily net assets exceeding $1.0
billion.
Xxxxxx Xxxxxxx Fundamental Value Fund 08/19/02 0.67% of the portion of the daily net assets not
exceeding $500 million; and 0.62% of the portion
of the daily net assets exceeding $500 million.
Xxxxxx Xxxxxxx Global Advantage Fund 11/06/97, as amended on 0.57% of the portion of the daily net assets not
05/01/98 exceeding $1.5 billion; and 0.545% of the portion
of the daily net assets exceeding $1.5 billion.
Xxxxxx Xxxxxxx Global Dividend Growth 05/31/97, as amended on 0.67% of the portion of the daily net assets not
Securities 05/01/98 exceeding $1 billion; 0.645% of the portion of
the daily net assets exceeding $1 billion but not
exceeding $1.5 billion; 0.62% of the portion of
the daily net assets exceeding $1.5 billion but
not exceeding $2.5 billion; 0.595% of the portion
of the daily net assets exceeding $2.5 billion
but not exceeding $3.5 billion; 0.57% of the
portion of the daily net assets exceeding $3.5
billion but not exceeding $4.5 billion; and
0.545% of the portion of the daily net assets
exceeding $4.5 billion.
Xxxxxx Xxxxxxx Health Sciences Trust 05/31/97, as amended on 0.92% of the portion of the daily net assets not
04/30/98, 05/01/01 exceeding $500 million; 0.87% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1 billion; and 0.845% of the
portion of the daily net assets exceeding $1
billion.
Xxxxxx Xxxxxxx Technology Fund 05/31/97, as amended on 0.67% of the portion of the daily net assets not
04/30/98, 05/01/00 exceeding $500 million; 0.645% of the portion of
the daily net assets exceeding $500 million but
not exceeding $3 billion; and 0.62% of the
portion of the daily net assets exceeding $3
billion.
Xxxxxx Xxxxxxx Institutional Strategies 4/25/06 None.
Fund
Xxxxxx Xxxxxxx International Fund 05/04/99, as amended on 0.65% of the portion of the daily net assets not
05/01/01 exceeding $1 billion; and 0.60% of the portion of
the daily net assets exceeding $1 billion.
Xxxxxx Xxxxxxx International SmallCap 05/31/97, as amended on 0.95% of the portion of the daily net assets not
Fund 12/01/97, 04/30/98 exceeding $1.5 billion; and 0.90% of the portion
of the daily net assets exceeding $1.5 billion.
5
Page 6 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx International Value 02/14/01 0.80% of the daily net assets.
Equity Fund
Xxxxxx Xxxxxxx Japan Fund 05/31/97, as amended on 0.87% of the daily net assets.
04/30/98, 10/01/98
Xxxxxx Xxxxxxx Mid-Cap Value Fund 05/16/01 0.72% of the portion of daily net assets not
exceeding $1 billion; and 0.65% of the portion of
daily net assets exceeding $1 billion.
Xxxxxx Xxxxxxx Multi-Asset Class Fund 07/28/97, as amended on None
04/30/98
Xxxxxx Xxxxxxx Nasdaq-100 Index Fund 05/17/01, as amended on 0.12% of the daily net assets.
05/01/04
The Investment Adviser has agreed to cap the
Fund's operating expenses (except for brokerage
and 12b-1 fees) by assuming the Fund's "other
expenses" and/or waiving its fees under this
Agreement and the Administration Agreement to the
extent such operating expenses exceed on an
annualized basis 0.40% of the average daily net
assets of the Fund, which may reduce the fees
under this Agreement and the Administration
Agreement below 0.20% of the Fund's average daily
net assets.
Xxxxxx Xxxxxxx Natural Resource 05/31/97, as amended on 0.545% of the portion of the daily net assets not
Development Securities Inc. 04/30/98 exceeding $250 million; and 0.42% of the portion
of the daily net assets exceeding $250 million.
Xxxxxx Xxxxxxx Pacific Growth Fund Inc. 05/31/97, as amended on 0.87% of the portion of the daily net assets not
04/30/98, 11/01/98 exceeding $1 billion; 0.82% of the portion of the
(Maryland corporation) daily net assets exceeding $1 billion but not
exceeding $2 billion; and 0.77% of the portion of
the daily net assets exceeding $2 billion.
Xxxxxx Xxxxxxx Real Estate Fund 02/09/99 0.80% of the portion of the daily net assets not
exceeding $500 million; 0.75% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1 billion; and 0.70% of the
portion of the daily net assets exceeding $1
billion.
Xxxxxx Xxxxxxx Select Dimensions
Investment Series-
- Focus Growth Portfolio 05/31/97, as amended on 0.545% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $250 million; 0.42% of the portion of
05/01/00 the daily net assets exceeding $250 million but
not exceeding $2.5 billion; 0.395% of the daily
net assets exceeding $2.5 billion but not
exceeding $3.5 billion, 0.37% of the portion of
the daily net assets exceeding $3.5 billion but
not exceeding $4.5 billion; and 0.345% of the
portion of the daily net assets exceeding $4.5
billion.
6
Page 7 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
- Balanced Portfolio 05/31/97, as amended on 0.52% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $500 million; and 0.495% of the portion
05/10/00 of the daily net assets exceeding $500 million.
- Capital Opportunities Portfolio 05/31/97, as amended on 0.67% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $500 million; 0.645% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $2 billion; 0.62% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.595% of the portion
of the daily net assets exceeding $3 billion.
- Developing Growth Portfolio 05/31/97, as amended on 0.42% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $500 million; and 0.395% of the portion
05/01/00 of the daily net assets exceeding $500 million.
- Dividend Growth Portfolio 05/31/97, as amended on 0.545% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $250 million; 0.42% of the portion of
05/01/00 the daily net assets exceeding $250 million but
not exceeding $1 billion; 0.395% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $2 billion; and 0.37% of the
portion of the daily net assets exceeding $2
billion.
- Equally Weighted S&P 500 Portfolio 05/31/97, as amended on 0.12% of the portion of the daily net assets not
04/30/98 exceeding $2 billion; and 0.10% of the portion of
the daily net assets exceeding $2 billion.
- Global Equity Portfolio 05/31/97, as amended on 0.92% of the daily net assets.
03/02/98, 05/01/98,
05/01/00
- Growth Portfolio 05/31/97, as amended on 0.50% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $1 billion; 0.45% of the portion of the
05/01/00 daily net assets exceeding $1 billion but not
exceeding $2 billion; 0.40% of the portion of the
daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.35% of the portion of
the daily net assets exceeding $3 billion.
- Utilities Portfolio 05/31/97, as amended on 0.57% of the portion of the daily net assets not
03/02/98, 05/01/98, exceeding $500 million; 0.47% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $1 billion; 0.445% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.42% of the portion
of the daily net assets exceeding $1.5 billion
but not exceeding $2.5 billion; 0.395% of the
portion of the daily net assets exceeding $2.5
billion but not exceeding $3.5 billion; 0.37% of
the portion of the daily net assets exceeding
$3.5 billion but not exceeding $5 billion; and
0.345% of the portion of the daily net assets
exceeding $5 billion.
7
Page 8 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Series Fund
-Xxxxxx Xxxxxxx Diversified Large Cap September 26, 2007 0.35% of the portion of the daily net assets not
Equity Fund exceeding $500 million; 0.30% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1.5 billion; and 0.25% of the
portion of the daily net assets exceeding $1.5
billion.
-Xxxxxx Xxxxxxx Diversified September 26, 2007 0.55% of the portion of the daily net assets not
International Equity Fund exceeding $500 million; 0.50% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1.5 billion; and 0.45% of the
portion of the daily net assets exceeding $1.5
billion.
Xxxxxx Xxxxxxx S&P 500 Index Fund 07/28/97, as amended on 0.12% of the portion of the daily net assets not
04/30/98, 05/01/99, exceeding $2 billion; and 0.10% of the portion of
05/01/04 the daily net assets exceeding $2 billion.
The Investment Adviser has agreed to cap the
Fund's operating expenses (except for brokerage
and 12b-1 fees) by assuming the Fund's "other
expenses" and/or waiving its fees under this
Agreement and the Administration Agreement to the
extent such operating expenses exceed on an
annualized basis 0.40% of the average daily net
assets of the Fund, which may reduce the fees
under this Agreement and the Administration
Agreement below 0.20% of the Fund's average daily
net assets.
Xxxxxx Xxxxxxx Small-Mid Special Value 04/04/02 0.67% of the daily net assets.
Fund
Xxxxxx Xxxxxxx Special Growth Fund 06/28/99, as amended on 0.92% of the portion of the daily net assets not
05/01/00 exceeding $1 billion; 0.85% of the portion of the
daily net assets exceeding $1 billion but not
exceeding $1.5 billion; and 0.80% of the portion
of the daily net assets exceeding $1.5 billion.
Xxxxxx Xxxxxxx Special Value Fund 05/31/97, as amended on 0.67% of the portion of the daily net assets not
04/30/98, 05/01/99 exceeding $500 million; 0.645% of the portion of
05/01/02 the daily net assets exceeding $500 million but
not exceeding $1 billion; and 0.62% of the
portion of the daily net assets exceeding $1
billion.
Xxxxxx Xxxxxxx Strategist Fund 05/31/97, as amended on 0.42% of the portion of the daily net assets not
05/01/98, 05/01/00 exceeding $1.5 billion; and 0.395% of the portion
of the daily net assets exceeding $1.5 billion.
8
Page 9 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Total Market Index Fund 07/21/99, as amended on 0.12% of the portion of the daily net assets not
05/01/04, exceeding $2 billion; and 0.10% of the portion of
the daily net assets exceeding $2 billion.
The Investment Adviser has agreed to cap the
Fund's operating expenses (except for brokerage
and 12b-1 fees) by assuming the Fund's "other
expenses" and/or waiving its fees under this
Agreement and the Administration Agreement to the
extent such operating expenses exceed on an
annualized basis 0.40% of the average daily net
assets of the Fund, which may reduce the fees
under this Agreement and the Administration
Agreement below 0.20% of the Fund's average daily
net assets.
Xxxxxx Xxxxxxx Utilities Fund 05/31/97, as amended on 0.57% of the portion of the daily net assets not
04/30/98 exceeding $500 million; 0.47% of the portion of
the daily net assets exceeding $500 million but
not exceeding $1 billion; 0.445% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.42% of the portion
of the daily net assets exceeding $1.5 billion
but not exceeding $2.5 billion; 0.395% of the
portion of the daily net assets exceeding $2.5
billion but not exceeding $3.5 billion; 0.37% of
the portion of the daily net assets exceeding
$3.5 billion but not exceeding $5 billion; and
0.345% of the portion of the daily net assets
exceeding $5 billion.
Xxxxxx Xxxxxxx Value Fund 07/22/98, as amended on 0.42% of the portion of daily net assets not
05/01/02, 05/01/04 exceeding $1 billion; 0.37% of the portion of the
daily net assets exceeding $1 billion but not
exceeding $2 billion; 0.32% of the portion of the
daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.27% of the portion of
the daily net assets exceeding $3 billion.
Xxxxxx Xxxxxxx Variable Investment
Series-
- Aggressive Equity Portfolio 05/31/97, as amended on 0.67% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $500 million; 0.645% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $2 billion; 0.62% of the portion of
the daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.595% of the portion
of the daily net assets exceeding $3 billion.
9
Page 10 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
- Dividend Growth Portfolio 05/31/97, as amended on 0.545% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $250 million; 0.42% of the portion of
05/01/00 the daily net assets exceeding $250 million but
not exceeding $1 billion; 0.395% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $2 billion; and 0.37% of the
portion of the daily net assets exceeding $2
billion.
- Equity Portfolio 05/31/97, as amended on 0.42% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $1 billion; 0.395% of the portion of
05/01/00 the daily net assets exceeding $1 billion but not
exceeding $2 billion; and 0.37% of the portion of
the daily net assets exceeding $2 billion.
- European Equity Portfolio 05/31/97, as amended on 0.87% of the portion of daily net assets not
05/01/98, 05/01/99, exceeding $500 million; 0.82% of the portion of
05/01/00 daily net assets exceeding $500 million but not
exceeding $2 billion; 0.77% of the portion of the
daily net assets exceeding $2 billion but not
exceeding $3 billion; and 0.745% of the portion
of the daily net assets exceeding $3 billion.
- Global Advantage Portfolio 05/31/97, as amended on 0.57% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $1.5 billion; and 0.545% of the portion
05/01/00 of the daily net assets exceeding $1.5 billion.
- Global Dividend Growth Portfolio 05/31/97, as amended on 0.67% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $1 billion; 0.645% of the portion of
05/01/00 the daily net assets exceeding $1 billion but not
exceeding $1.5 billion; 0.62% of the portion of
the daily net assets exceeding $1.5 billion but
not exceeding $2.5 billion; 0.595% of the portion
of the daily net assets exceeding $2.5 billion
but not exceeding $3.5 billion; 0.57% of the
portion of the daily net assets exceeding $3.5
billion but not exceeding $4.5 billion; and
0.545% of the portion of the daily net assets
exceeding $4.5 billion.
- Income Builder Portfolio 05/31/97, as amended on 0.67% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $500 million; and 0.645% of the portion
05/01/00 of the daily net assets exceeding $500 million.
10
Page 11 of Schedule A
EFFECTIVE DATE OF
AGREEMENT AND
EQUITY, BALANCED AND ASSET ANY AMENDMENTS ENTERED
ALLOCATION FUNDS INTO PRIOR TO MAY 1, 2004 INVESTMENT ADVISORY FEE
-------------------------------------------------------------------------------------------------------------------------
- S&P 500 Index Portfolio 05/31/97, as amended on 0.12% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $2 billion; and 0.10% of the portion of
05/01/00, 05/01/04 the daily net assets exceeding $2 billion.
The Investment Adviser has agreed to cap the
Portfolio's operating expenses (except for
brokerage and 12b-1 fees) by assuming the
Portfolio's "other expenses" and/or waiving its
fees under this Agreement and the Administration
Agreement to the extent such operating expenses
exceed on an annualized basis 0.40% of the
average daily net assets of the Portfolio, which
may reduce the fees under this Agreement and the
Administration Agreement below 0.20% of the
Portfolio's average daily net assets.
- Strategist Portfolio 05/31/97, as amended on 0.42% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $1.5 billion; and 0.395% of the portion
05/01/00 of the daily net assets exceeding $1.5 billion.
- Utilities Portfolio 05/31/97, as amended on 0.57% of the portion of the daily net assets not
05/01/98, 05/01/99, exceeding $500 million; 0.47% of the portion of
05/01/00 the daily net assets exceeding $500 million but
not exceeding $1 billion; 0.445% of the portion
of the daily net assets exceeding $1 billion but
not exceeding $1.5 billion; 0.42% of the portion
of the daily net assets exceeding $1.5 billion
but not exceeding $2.5 billion; 0.395% of the
portion of the daily net assets exceeding $2.5
billion but not exceeding $3.5 billion; 0.37% of
the portion of the daily net assets exceeding
$3.5 billion but not exceeding $5 billion; and
0.345% of the portion of the daily net assets
exceeding $5 billion.
11
Page 12 of Schedule A
MONEY MARKET FUNDS
-------------------------------------------------------------------------------------------------------------------------
Active Assets California Tax-Free Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not
04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and
0.20% of the portion of the daily net assets
exceeding $3 billion
Active Assets Government Securities Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not
04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and
0.20% of the portion of the daily net assets
exceeding $3 billion.
Active Assets Institutional Government 03/08/02 0.10% of the daily net assets.
Securities Trust
On an ongoing basis, the Investment Adviser has
agreed under this Agreement with the Fund to
assume Fund operating expenses (except for
brokerage fees) to the extent that such operating
expenses exceed on an annualized basis 0.20% of
the average daily net assets of the Fund. This
may reduce the fees under this Agreement and the
Administration Agreement below 0.15% for the
Fund.
Active Assets Institutional Money Trust 01/06/00 0.10% of the daily net assets.
On an ongoing basis, the Investment Adviser has
agreed under this Agreement with the Fund to
assume Fund operating expenses (except for
brokerage fees) to the extent that such operating
expenses exceed on an annualized basis 0.20% of
the average daily net assets of the Fund. This
may reduce the fees under this Agreement and the
Administration Agreement below 0.15% for the
Fund.
12
Page 13 of Schedule A
Active Assets Money Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not
04/30/98, 05/01/99, exceeding $250 million; 0.375% of the portion of
05/01/01, 05/01/02 the daily net assets exceeding $250 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1.25 billion; 0.30% of the
portion of the daily net assets exceeding $1.25
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $1.75 billion;
0.25% of the portion of the daily net assets
exceeding $1.75 billion but not exceeding $2.25
billion; 0.225% of the portion of the daily net
assets exceeding $2.25 billion but not exceeding
$2.75 billion; 0.20% of the portion of the daily
net assets exceeding $2.75 billion but not
exceeding $15 billion; 0.199% of the portion of
the daily net assets exceeding $15 billion but
not exceeding $17.5 billion; 0.198% of the
portion of the daily net assets exceeding $17.5
billion but not exceeding $25 billion; 0.197% of
the portion of the daily net assets exceeding $25
billion but not exceeding $30 billion; and 0.196%
of the portion of the daily net assets exceeding
$30 billion.
Active Assets Tax-Free Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not
04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; 0.20%
of the portion of the daily net assets exceeding
$3 billion but not exceeding $15 billion; and
0.199% of the portion of daily net assets
exceeding $15 billion.
Xxxxxx Xxxxxxx California Tax- Free 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Daily Income Trust 04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and
0.20% of the portion of the daily net assets
exceeding $3 billion.
13
Page 14 of Schedule A
Xxxxxx Xxxxxxx Liquid Asset Fund Inc. 05/31/97, as amended on 0.45% of the portion of the daily net assets not
(Maryland Corporation) 04/30/98, 05/01/01, exceeding $250 million; 0.375% of the portion of
05/01/02 the daily net assets exceeding $250 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1.25 billion; 0.30% of the
portion of the daily net assets exceeding $1.25
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $1.75 billion;
0.25% of the portion of the daily net assets
exceeding $1.75 billion but not exceeding $2.25
billion; 0.225% of the portion of the daily net
assets exceeding $2.25 billion but not exceeding
$2.75 billion; 0.20% of the portion of the daily
net assets exceeding $2.75 billion but not
exceeding $15 billion; 0.199% of the portion of
the daily net assets exceeding $15 billion but
not exceeding $17.5 billion; 0.198% of the
portion of the daily net assets exceeding $17.5
billion but not exceeding $25 billion; 0.197% of
the portion of the daily net assets exceeding $25
billion but not exceeding $30 billion; and 0.196%
of the portion of the daily net assets exceeding
$30 billion.
Xxxxxx Xxxxxxx New York Municipal Money 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Market Trust 04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and
0.20% of the portion of the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx Select Dimensions 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Investment Series- 03/02/98, 05/01/98, exceeding $250 million; 0.375% of the portion of
05/01/00 the daily net assets exceeding $250 million but
- Money Market Portfolio not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1.25 billion; 0.30% of the
portion of the daily net assets exceeding $1.25
billion but not exceeding $1.5 billion; and
0.275% of the portion of the daily net assets
exceeding $1.5 billion.
14
Page 15 of Schedule A
Xxxxxx Xxxxxxx Tax-Free Daily Income 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Trust 04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; 0.20%
of the portion of daily net assets exceeding $3
billion but not exceeding $15 billion; and 0.199%
of the portion of the daily net assets exceeding
$15 billion.
Xxxxxx Xxxxxxx U.S. Government Money 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Market Trust 04/30/98 exceeding $500 million; 0.375% of the portion of
the daily net assets exceeding $500 million but
not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1 billion; 0.30% of the
portion of the daily net assets exceeding $1
billion but not exceeding $1.5 billion; 0.275% of
the portion of the daily net assets exceeding
$1.5 billion but not exceeding $2 billion; 0.25%
of the portion of the daily net assets exceeding
$2 billion but not exceeding $2.5 billion; 0.225%
of the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and
0.20% of the portion of the daily net assets
exceeding $3 billion.
Xxxxxx Xxxxxxx Variable Investment 05/31/97, as amended on 0.45% of the portion of the daily net assets not
Series- 05/01/98, 05/01/99, exceeding $250 million; 0.375% of the portion of
05/01/00 the daily net assets exceeding $250 million but
- Money Market Portfolio not exceeding $750 million; 0.325% of the portion
of the daily net assets exceeding $750 million
but not exceeding $1.25 billion; 0.30% of the
portion of the daily net assets exceeding $1.25
billion but not exceeding $1.5 billion; and
0.275% of the portion of the daily net assets
exceeding $1.5 billion.
15
Page 16 of Schedule A
II. CLOSED-END FUNDS: Monthly compensation calculated weekly by applying the
following annual Rates to a fund's weekly net assets (except as indicated):
Xxxxxx Xxxxxxx California Insured 05/31/97 0.27% of the average weekly net assets.
Municipal Income Trust
Xxxxxx Xxxxxxx California Quality 05/31/97 0.27% of the average weekly net assets.
Municipal Securities
Xxxxxx Xxxxxxx Income Securities Inc. 05/31/97 0.42% of the portion of average weekly net
(Maryland corporation) assets not exceeding $500 million; and 0.35% of
the portion of average weekly net assets
exceeding $500 million.
Xxxxxx Xxxxxxx Insured California 05/31/97 0.27% of the average weekly net assets.
Municipal Securities
Xxxxxx Xxxxxxx Insured Municipal Bond 05/31/97 0.27% of the average weekly net assets.
Trust
Xxxxxx Xxxxxxx Insured Municipal Income 05/31/97 0.27% of the average weekly net assets.
Trust
Xxxxxx Xxxxxxx Insured Municipal 05/31/97 0.27% of the average weekly net assets.
Securities
Xxxxxx Xxxxxxx Insured Municipal Trust 05/31/97 0.27% of the average weekly net assets.
Xxxxxx Xxxxxxx New York Quality 05/31/97 0.27% of the average weekly net assets.
Municipal Securities
Xxxxxx Xxxxxxx Quality Municipal 05/31/97 0.27% of the average weekly net assets.
Securities
Xxxxxx Xxxxxxx Quality Municipal Income 05/31/97 0.27% of the average weekly net assets.
Trust
Xxxxxx Xxxxxxx Quality Municipal 05/31/97 0.27% of the average weekly net assets.
Investment Trust
16
Page 1 of Annex 1
ANNEX 1
LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES
SECTION 2 IS APPLICABLE:
Xxxxxx Xxxxxxx Allocator Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Fundamental Value Fund
Xxxxxx Xxxxxxx International Fund
Xxxxxx Xxxxxxx International Value Equity Fund
Xxxxxx Xxxxxxx Mid-Cap Value Fund
Xxxxxx Xxxxxxx Nasdaq-100 Index Fund
Xxxxxx Xxxxxxx Select Dimensions Investment Series
Xxxxxx Xxxxxxx Small-Mid Special Value Fund
Xxxxxx Xxxxxxx Special Growth Fund
Page 1 of Annex 2
ANNEX 2
LIST OF CLOSED-END FUNDS FOR WHICH THE LIQUIDATION PREFERENCE OF ANY PREFERRED
SHARES ISSUED BY SUCH FUND WILL NOT BE DEDUCTED FROM THE FUND'S TOTAL ASSETS FOR
PURPOSES OF CALCULATING THE ADVISORY FEE UNDER THIS AGREEMENT AND ADMINISTRATIVE
FEE UNDER THE ADMINISTRATION AGREEMENT:
Xxxxxx Xxxxxxx California Insured Municipal Income Trust
Xxxxxx Xxxxxxx California Quality Municipal Securities
Xxxxxx Xxxxxxx Insured Municipal Bond Trust
Xxxxxx Xxxxxxx Insured Municipal Income Trust
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
Page 2 of Schedule A
ANNEX 3
LIST OF FUNDS FOR WHICH THE CURRENT INVESTMENT MANAGEMENT AGREEMENT SPECIFIES
THAT SECTION 8 IS APPLICABLE AND ANY FUND-SPECIFIC OPERATING EXPENSE LIMITATION:
Active Assets California Tax-Free Trust
Active Assets Government Securities Trust
Active Assets Money Trust
Active Assets Tax-Free Trust
Xxxxxx Xxxxxxx Focus Growth Fund
Xxxxxx Xxxxxxx Balanced Fund
Xxxxxx Xxxxxxx California Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx California Tax-Free Income Fund
Xxxxxx Xxxxxxx Capital Opportunities Trust
Xxxxxx Xxxxxxx Convertible Securities Trust
Xxxxxx Xxxxxxx Developing Growth Securities Trust
Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
Xxxxxx Xxxxxxx European Equity Fund Inc.
Xxxxxx Xxxxxxx Mortgage Securities Trust
Xxxxxx Xxxxxxx Global Dividend Growth Securities
Xxxxxx Xxxxxxx Health Sciences Trust
Xxxxxx Xxxxxxx High Yield Securities Inc.
Xxxxxx Xxxxxxx Income Securities Inc.
(a) 1 1/2 % of the first $30 million of the average weekly net assets of
the Fund during such year and 1 % of such average weekly net assets in
excess of $30 million; or
2
Page 3 of Schedule A
(b) 25% of the Fund's gross income for such year, the Investment Adviser
will pay to the Fund the greater of the excess as computed under (a) or
(b).
Xxxxxx Xxxxxxx International SmallCap Fund
Xxxxxx Xxxxxxx Japan Fund
Xxxxxx Xxxxxxx Limited Duration Fund
Xxxxxx Xxxxxxx Limited Duration U.S. Government Trust
Xxxxxx Xxxxxxx Limited Term Municipal Trust
Xxxxxx Xxxxxxx Liquid Asset Fund Inc.
Xxxxxx Xxxxxxx Natural Resource Development Securities Inc.
Xxxxxx Xxxxxxx New York Municipal Money Market Trust
Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
Xxxxxx Xxxxxxx Select Dimensions Investment Series:
Balanced Portfolio, Developing Growth Portfolio, Dividend Growth Portfolio,
Equally-Weighted S&P 500 Portfolio, Flexible Income Portfolio, Focus Growth
Portfolio, Global Equity Portfolio, Growth Portfolio, Money Market
Portfolio and Utilities Portfolio:
2.5% of the average daily net assets of such Portfolio up to $30
million, 2.0% of the next $70 million and 1.5% of the average daily
net assets of such Portfolio in excess of $100 million
Xxxxxx Xxxxxxx Special Growth Fund
Xxxxxx Xxxxxxx Special Value Fund
Xxxxxx Xxxxxxx Strategist Fund
Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
Xxxxxx Xxxxxxx Tax-Free Daily Income Trust
Xxxxxx Xxxxxxx Technology Fund
Xxxxxx Xxxxxxx U.S. Government Securities Trust
Xxxxxx Xxxxxxx Utilities Fund
3
Page 4 of Schedule A
Xxxxxx Xxxxxxx Variable Investment Series:
Dividend Growth Portfolio, Equity Portfolio, High Yield Portfolio, Money
Market Portfolio, Income Plus Portfolio, Strategist Portfolio, or Utilities
Portfolio:
1.5% of the average daily net assets of such Portfolio up to $30
million and 1.0% of the average daily net assets of such Portfolio in
excess of $30 million
European Equity Portfolio or Global Dividend Growth Portfolio:
2.5% of the average daily net assets of such Portfolio up to $30
million, 2.0% of the next $70 million and 1.5% of the average daily
net assets of such Portfolio in excess of $100 million
4
