EXHIBIT (d)(2)
AMENDMENT TO THE
INVESTMENT ADVISORY AGREEMENT
This Amendment, dated June 1, 2005, to the Investment Advisory Agreement dated
as of July 30, 1998 (the "Agreement"), by and between Xxx Xxxxxx Series Fund,
Inc., a Maryland corporation (the "Company"), on behalf of each of its
investment portfolios identified at Schedule A (the "Funds") and Xxx Xxxxxx
Asset Management (the "Adviser," successor in interest of Xxx Xxxxxx Investment
Advisory Corp.), a Delaware statutory trust, hereby amends the terms and
conditions of the Agreement in the manner specified herein.
WITNESSETH
WHEREAS, the Board of Directors of the Company at a meeting held on May 25, 2005
has approved a reduction in the investment management fee payable by certain
Funds to the Adviser; and
WHEREAS, the parties desire to amend and restate Schedule A to the Agreement
relating to the investment management fees.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as provided in the attached amended Schedule A.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
XXX XXXXXX SERIES FUND, INC. XXX XXXXXX ASSET MAMAGEMENT
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx, III
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxx, III
Executive Vice President Managing Director
And Principal Executive Officer
SCHEDULE A
Fund* Annual Percentage Rate
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Emerging Markets Debt Fund 1.25%
Emerging Markets Fund (3) 1.25% of average net assets up
to $500 million; 1.20% on the
next $500 million; 1.15% on the
next $1.5 billion; and
1.00% over $2.5 billion
Global Equity Allocation Fund (1) 1.00% of average net assets up
to $750 million; 0.95% on the
next $500 million; and 0.90%
over $1 billion
Global Value Equity Fund (3) 0.67% of average net assets up
to $1 billion; 0.645% on the
next $500 million; 0.62% on the
next $1 billion; 0.595% on the
next $1 billion; 0.57% on the
next $1 billion; and 0.545%
over $4.5 billion
Japanese Equity Fund 1.00%
American Value Fund (3) 0.72% of average net assets on
the first $1 billion; 0.65%
over $1 billion
Equity Growth Fund (4) 0.500% of average net assets up
to the first $1 billion; 0.450%
of average net assets for the
next $1 billion; 0.400% of
average net assets for the next
$1 billion; and 0.350% over $3
billion
Growth and Income Fund II 1.00%
Global Franchise Fund (2) 0.80% on average net assets up
to $500 million; 0.75% on the
next $500 million; and 0.70%
over $1 billion
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* For ease of reference the words "Xxx Xxxxxx," which begin the name of each
Fund have been omitted.
(1) The current fee schedule was approved by the Board of Directors effective
April 17, 2000
(2) The current fee schedule was approved by the Board of Directors effective
May 26, 2004
(3) The current fee schedule was approved by the Board of Directors effective
November 1, 2004
(4) The current fee schedule was approved by the Board of Directors effective
May 25, 2005
