Exhibit (d) (4)
AMENDMENT TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
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AGREEMENT made as of this 7th day of May, 1999, by and between XXXXX XXXXXX
MANAGEMENT COMPANY ("Adviser") and XXXXX XXXXXX INVESTMENT TRUST (the "Fund").
WITNESSETH THAT:
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WHEREAS, the Adviser and the Fund are parties to an Investment Advisory and
Management Agreement dated April 29, 1988 and amended November 24, 1992 and
January 23, 1999 (the "Agreement") which governs the terms and conditions under
which the Adviser provides investment advisory and management services to the
Fund:
NOW THEREFORE, the Adviser and the Fund hereby amend the terms of the
Agreement and mutually agree to the following:
1. The third WHEREAS clause shall be replaced with the following new
third WHEREAS clause:
"WHEREAS, the Fund currently offers Shares in four (4) portfolios, the
Xxxxx Xxxxxx Growth Fund portfolio, the Xxxxx Xxxxxx Income Fund
portfolio, the Xxxxx Xxxxxx Money Market Fund portfolio and the Xxxxx
Xxxxxx CorePortfolio Fund portfolio (hereinafter referred to, together
with any other portfolios of the Fund which may be established later
and served by the Adviser hereunder, collectively as the "Portfolios"
and individually as a "Portfolio"); and
2. Section 2. Subsequent Appointments of Adviser shall be amended as
follows: the words "Initial Portfolio" in the third line of the first
sentence shall be replaced with the words "current Portfolios."
3. Section 6. Compensation shall be replaced with the following new
Section 6:
"Compensation. Subject to the provisions of paragraph 7 of this
Agreement, each Portfolio will pay to the Adviser for the services
provided and the expenses assumed by the Adviser pursuant to the
Agreement, as full compensation therefor, a fee based
on average daily net assets of each Portfolio, computed and accrued
daily and paid monthly at the following annual rates:
(1) For the Growth Portfolio:
.80 of 1% of the first $100 million of average daily net assets;
plus
.65 of 1% of the next $150 million of average daily net assets;
plus
.50 of 1% of the average daily net assets in excess of $250
million.
(2) For the Income Portfolio:
.50 of 1% of the first $250 million of average daily net assets;
plus
.30 of 1% of the average daily net assets in excess of $250
million.
(3) For the Money Market Portfolio:
Portion of Average Daily Net Assets
of Money Market Fund Portfolio Fee
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Up to $500 million 0.50%
In excess of $500 million but not exceeding $750 million 0.425%
In excess of $750 million but not exceeding $1 billion 0.375%
In excess of $1 billion but not exceeding $1.5 billion 0.350%
In excess of $1.5 billion but not exceeding $2 billion 0.325%
In excess of $2 billion but not exceeding $2.5 billion 0.300%
In excess of $2.50 billion 0.275%
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(4) For the CorePortfolio Portfolio, .40% of average daily assets.
In addition to the compensation provided above, each Portfolio shall
reimburse the Adviser on a monthly basis for those expenses which each Portfolio
has agreed to bear pursuant to the provisions of paragraph 4 of this Agreement,
which expenses may from time to time be incurred by the Adviser for the benefit
of each Portfolio in the performance of the Adviser's duties pursuant to
paragraph 3 hereunder."
4. Section 7. Expense Limitation shall be replaced with the following
new Section 7:
"7. Expense Limitation. In the event the operating expenses of a
particular Portfolio of the Fund, including all investment advisory
and administrative fees with respect to such portfolio, for any fiscal
year (pro rated appropriately in the event that the first fiscal year
of such Portfolio is for less than 12 calendar months) ending on a
date of which this Agreement is in effect exceed either (i) the
expense limitations applicable to such Portfolio imposed by the
securities laws or regulations thereunder of any state in which the
Fund's Shares are qualified for sale, as such limitations may be
raised or lowered from time to time, or (ii) (a) 1.5% of the
Portfolio's average daily net assets in the case of the Growth
Portfolio and the Income Portfolio, (b) 1% in the case of the Money
Market Portfolio, and (c) .75 of 1% in the case of the CorePortfolio
Portfolio, the Adviser shall reduce its investment advisory fee to the
extent of its share of such excess expenses and, if required, pursuant
to any such laws or regulations, will reimburse the Portfolio for its
share of annual operating expenses (as appropriately pro rated) 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 commission, and extraordinary expenses
(including, but not limited to, legal claims and liability and
litigation costs and any indemnification related thereto) paid or
payable by the Fund and allocable to such Portfolio. Such reduction,
if any, shall be computed and accrued daily, shall be settled on a
monthly basis and shall be based upon the expense limitation
applicable to the Portfolio as of the end of the last business day of
the month. Should two or more such expense limitations be applicable
as of the end of the last business day of the month, the expense
limitation which results in the larger reduction in the Adviser's fees
shall be applicable."
5. Except as specifically amended herein, the Agreement shall remain in
full force and effect. This Amendment shall not limit the rights of
the parties to the Agreement and the parties hereto acknowledge the
binding effect of the Agreement.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
XXXXX XXXXXX INVESTMENT TRUST
ATTEST
By
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XXXXX XXXXXX MANAGEMENT COMPANY
ATTEST
By
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