Exhibit (d)(ii)
XXXXX & XXXXXX DIVIDEND VALUE FUND, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 18, 2005
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxx & Steers Dividend Value Fund, Inc. ("We", "Us" or the "Company")
herewith confirms its agreement (the "Agreement") pursuant to which Xxxxx &
Steers Capital Management, Inc. ("You") will waive certain of its fees and/or
reimburse the Company for expenses incurred as follows:
1. Reference is made to the Investment Advisory Agreement, dated as of
the same date as the Agreement, between the Company and You (the "Investment
Advisory Agreement").
2. Pursuant to Paragraph 6 of the Investment Advisory Agreement, We
have agreed to pay You a monthly fee at an annualized rate of .80 of 1% of the
Company's average daily net assets up to $1.5 billion, plus .70 of 1 % of such
assets in excess of $1.5 billion (the "Investment Advisory Fee").
3. Notwithstanding Paragraph 5 of the Investment Advisory Agreement,
You agree that through February 28, 2007, You will waive a portion the
Investment Advisory Fee and/or reimburse the Company for expenses incurred to
the extent necessary to maintain the Company's operating expenses at 1.50% for
the Class A shares, 2.15% for Class C shares and 1.15% for the Class I shares.
4. Unless specified otherwise in a duly executed, written agreement
between You and the Company, beginning with the period March 1, 2007 and
thereafter, You shall be entitled to the Investment Advisory Fee as specified in
Paragraph 2 and shall have no obligation to waive any portion of the Investment
Advisory Fee and/or reimburse any of the Company's expenses unless otherwise
required by law or pursuant to a written duly executed agreement between the
Company and You.
5. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Investment Company Act of 1940, as amended.
If the foregoing is in accordance with your understanding, will You
kindly so indicate by signing and returning to Us the enclosed copy hereof.
Very truly yours,
XXXXX & STEERS DIVIDEND VALUE
FUND, INC.
By:
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Name: Xxxx Xxxxxxxx
Title: Vice President
Agreed to and Accepted as of the date
first set forth above
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By:
------------------------------------
Name: Xxx X. Xxxx
Title: Senior Vice President
