EXHIBIT 2(g)(7)
AMENDMENT TO SUB-ADVISORY AGREEMENT BY AND AMONG
KIEWIT INVESTMENT FUND LLLP,
OFFIT HALL CAPITAL MANAGEMENT LLC
AND
PZENA INVESTMENT MANAGEMENT, LLC
Reference is made to the sub-advisory agreement ("Agreement") dated as of
July 26, 2005, by and among Kiewit Investment Fund LLLP, a Delaware limited
liability limited partnership (the "Fund"), Offit Hall Capital Management LLC, a
Delaware limited liability company (the "Adviser"), and Pzena Investment
Management, LLC, a Delaware limited liability company (the "Sub-Adviser").
Capitalized terms used but not defined herein have the meanings given to them in
the Agreement.
WHEREAS, the Fund, the Adviser and the Sub-Adviser wish to amend the
Agreement to change the fee schedule and the notice provision; and
WHEREAS, the Directors of the Fund, including a majority of the Independent
Directors, approved this Amendment at a meeting held on November 18, 2005;
NOW, THEREFORE, pursuant to Section 16 of the Agreement, the Fund, the
Adviser and the Sub-Adviser agree as follows:
1. Exhibit 1 to the Agreement shall be replaced in its entirety by the
attached Exhibit 1.
2. Section 15 of the Agreement is hereby amended to delete the requirement
to give notice to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.
3. Except as set forth herein, the provisions of the Agreement remain in
full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed
as of the ___ day of _____________, 2005.
KIEWIT INVESTMENT FUND LLLP
By: ________________________
Name: ________________________
Title: ________________________
OFFIT HALL CAPITAL MANAGEMENT LLC
By: ________________________
Name: ________________________
Title: ________________________
Pzena Investment Management, LLC
By: ________________________
Name: ________________________
Title: ________________________
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EXHIBIT 1
FEE SCHEDULE
The Fund shall pay Sub-Adviser a sub-advisory fee based on the monthly value of
the Fund's assets in the Account, at the following annual rate:
(i) 0.70% per annum on the first $25,000,000,
(ii) 0.50% per annum on the next $75,000,000,
(iii) 0.40% per annum on the next $200,000,000, and
(iv) 0.35% per annum thereafter.
If the assets in the Account are less than $10,000,000 on the last business day
of the month, the sub-advisory fee shall be 1.00% per annum. In such event,
there will be a minimum annual fee of $35,000 and a maximum annual fee of
$70,000.
The Sub-Adviser's fee shall be paid monthly in arrears. Such fee shall be
deducted from the Account upon receipt by the custodian of an invoice therefor.
For the purposes of calculating the sub-advisory fee, the value of the assets
will be based on the average daily net assets during the month, obtained from a
report issued by X.X. Xxxxxx Investor Services Co. (or any successor
administrator) and provided by the Fund. The fee will be accrued daily at the
rate of 1/365th of the applicable fee rate.
Upon the termination of this Agreement, all compensation due through the date of
termination will be calculated on a pro-rata basis through the date of
termination and paid within thirty business days of the date of termination.
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