Exhibit (d)(2)
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
BY AND BETWEEN NATIONAL INVESTORS CASH MANAGEMENT FUND, INC. AND
TD WATERHOUSE ASSET MANAGEMENT, INC.
Amendment made as of April 4, 2002 to the Investment Management
Agreement dated as of February 26, 1998 (the "Agreement"), by and between
NATIONAL INVESTORS CASH MANAGEMENT FUND, INC. (the "Company") and TD WATERHOUSE
ASSET MANAGEMENT, INC. (the "Investment Manager").
WITNESSETH:
WHEREAS, the Company and the Investment Manager desire to make an amendment to
the Agreement;
NOW THEREFORE, in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:
1. The Money Market Plus Portfolio is included as a "Portfolio" under the
Agreement for all purposes.
2. For the services provided by the Investment Manager under the Agreement to
the Portfolio, the Investment Manager will receive an annual fee, payable
monthly, on a graduated basis equal to 0.35 of 1% of the first $1 billion
of average daily net assets of the Portfolio, 0.34 of 1% of the next $1
billion, and 0.33 of 1% of average daily net assets of the Portfolio over
$2 billion.
3. With respect to the Portfolio, the Agreement shall have an initial term of
two (2) years beginning as of the date of this Amendment, unless sooner
terminated as provided in the Agreement.
4. Except as specifically amended hereby, the Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be signed by their respective duly authorized officers as of the
day and year above written.
NATIONAL INVESTORS CASH MANAGEMENT FUND, INC.
By: /s/ Xxxxxx X. Rio
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Name: Xxxxxx X. Rio
Title: President
WITNESS:
/s/ Xxxxx Xxxxxxx-Xxxx TD WATERHOUSE ASSET
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MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title:
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx
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