AMENDMENT NUMBER ONE
TO THE
SUB-ADVISORY AGREEMENT BETWEEN
XXX XXXXXX ASSET MANAGEMENT
AND
AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P.
This Amendment Number One, dated May 20, 2009, to the Subadvisory Agreement
dated June 26, 2007 (the "Agreement") by and between XXX XXXXXX ASSET MANAGEMENT
("VKAM" or the "Adviser"), a Delaware statutory trust, and AVENUE EUROPE
INTERNATIONAL MANAGEMENT, L.P. ("Avenue Capital" or the "Sub-Adviser"), a
Delaware limited partnership, with respect to Xxx Xxxxxx Dynamic Credit
Opportunities Fund (the "Fund"), hereby amends the terms and conditions of the
Agreement in the manner specified herein.
WITNESSETH
WHEREAS, the Board of Trustees of the Fund at a meeting held on May 20, 2009 has
approved an amendment to the Agreement to restate the allocation of fees between
VKAM and the Sub-Adviser; and
WHEREAS, the parties desire to amend and restate SCHEDULE A of the Agreement
relating to the compensation to the Sub-Adviser.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:
SCHEDULE A of the Agreement is hereby deleted in its entirety and replaced with
the following:
For the services provided by the Sub-Adviser to the Xxx Xxxxxx Dynamic Credit
Opportunities Fund, pursuant to the attached Sub-Advisory Agreement, the Adviser
will pay to the Sub-Adviser a fee equal to (i) 40% of the compensation received
from the Fund by the Adviser, less (ii) $200,000 per annum. The $200,000, which
represents costs and out-of-pocket expenses incurred by the Adviser related to
the Fund, including, among other things, preparation and provision of
informational pieces (including webcasts and public conference calls),
preparation of shareholder reports, and communications with research analysts,
will be prorated and paid monthly. For purposes of the first sentence, the
compensation paid by the Fund to the Adviser is currently equal to 1.25% of the
average daily managed assets of the Fund. Managed assets shall mean the average
daily gross asset value of the Fund minus the sum of accrued liabilities other
than any proceeds from the issuance of preferred shares and/or the aggregate
amount of any borrowings for investment purposes.
IN WITNESS WHEREOF, the parties have caused this amended Agreement to be
executed as of the day and year first above written.
XXX XXXXXX ASSET MANAGEMENT AVENUE EUROPE INTERNATIONAL MANAGEMENT,
L.P., BY: AVENUE EUROPE INTERNATIONAL
MANAGEMENT GENPAR, LLC,
its general partner
By: By:
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Executive Director Title: Member
