EXHIBIT 2.2
AMENDMENT NO. 2 TO AGREEMENT
This Amendment to the Agreement dated October 14, 2004, by and between Xxxxx
& Steers Capital Management Inc. ("C&S"), a New York corporation, and Xxx Xxxxxx
Funds Inc. ("Xxx Xxxxxx"), a Delaware corporation (the "Agreement"), is made as
of this __th day of September, 2008, by and between C&S and Xxx Xxxxxx (the
"Amendment"). Capitalized terms not defined herein shall have the same meanings
assigned to them in the Agreement.
WITNESSETH:
WHEREAS, the Agreement (a) grants a license to Xxx Xxxxxx and the Xxxxx &
Steers UIT(s) to use the Xxxxx & Steers Property in connection with the Xxxxx &
Steers UIT(s), (b) provides that C&S will provide certain services in advising
and consulting with Xxx Xxxxxx with respect to securities selection in
accordance with certain criteria specified in the Agreement and C&S's investment
concerns and strategies and (c) provides that C&S will act as Supervisor, as
defined by the trust indenture governing a particular trust, in connection with
the Xxxxx & Steers UIT(s); and
WHEREAS, C&S and Xxx Xxxxxx desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Except as expressly set forth in this Amendment, this Amendment shall not
constitute an amendment or modification of any other provision of the Agreement.
2. Fees. For the services to be performed pursuant to Section 2 of the
Agreement with respect to only those series of the Xxxxx & Steers UIT(s)
"Closed-End Strategy: Xxxxx & Steers Covered Call Income Portfolio" (the
"Trust"), Xxx Xxxxxx, on behalf of each Trust, agrees that each Trust shall pay
C&S a fee equal to five basis points (0.05%) of the aggregate Evaluation Price
of all assets comprising such Trust as of the end of the primary offering period
of such Trust (the "Portfolio Consultant Fee"). Such fee shall be paid by the
trustee of each Trust to C&S within fifteen (15) days following the end of the
primary offering period of such Trust.
3. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to
be executed by a duly authorized representative thereof as of the date first
above written.
XXX XXXXXX FUNDS INC.
By:________________________________
Name: _____________________________
Title: ______________________________
XXXXX & STEERS CAPITAL MANAGEMENT INC.
By:_______________________________
Name: ____________________________
Title:______________________________
