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Exhibit (d)(2)(ii)
AMENDMENT ONE
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TO THE
INVESTMENT ADVISORY AGREEMENT
XXX XXXXXX LIFE INVESTMENT TRUST
EMERGING GROWTH PORTFOLIO
DATED MAY 31, 1997
THIS AMENDMENT ONE to the Investment Advisory Agreement dated May 31,
1997 by and between Xxx Xxxxxx Life Investment Trust Emerging Growth Portfolio,
a Delaware business trust (hereinafter referred to as the "Fund") and Xxx Xxxxxx
Asset Management Inc., a Delaware Corporation (hereinafter referred to as the
"Adviser").
W I T N E S S E T H
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WHEREAS, the Fund wishes to amend the current Investment Advisory
Agreement in accordance with the terms set forth by The Board of Trustees of the
Fund at a Meeting held on April 17, 2000;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Section 4 of
the Agreement be amended as follows:
(4) COMPENSATION PAYABLE TO THE ADVISER
The TRUST shall pay to the ADVISER, as compensation for the
services rendered, facilities furnished and expenses paid by the
ADVISER, with respect to the Portfolio, a monthly fee computed
at the following annual rate: 0.70% to $500 million, 0.65% next
$500 million and 0.60% over $1billion of average daily net
assets.
Average daily net assets shall be determined by taking the
average of the net assets for each business day during a given
calendar month calculated in the manner provided in the TRUST's
Declaration of Trust. Such fee shall be payable for each
calendar month as soon as practicable after the end of that
month.
The fees payable to the ADVISER by the TRUST pursuant to this
Section 4 shall be reduced by any commissions, tender
solicitation and other fees, brokerage or similar payments
received by the ADVISER, or any other direct or indirect
majority owned subsidiary of Xxx Xxxxxx Investments Inc., in
connection with the purchase and sale of portfolio investments
of the TRUST, less any direct expenses incurred by such person,
in connection with obtaining such commissions, fees, brokerage
or similar payments. The ADVISER shall use its best efforts to
recapture all available tender offer solicitation fees and
exchange offer fees in connection with the TRUST's portfolio
transactions and shall advise the Trustees of any other
commissions, fees, brokerage or similar payments which may be
possible for the ADVISER or any other direct or indirect
majority owned subsidiary of Xxx Xxxxxx Investments Inc. to
receive in connection with the TRUST's portfolio transactions or
other arrangements which may benefit the TRUST.
If the ADVISER shall serve for less than the whole of any
month, the foregoing compensation shall be prorated.
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IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed this 17th day of April, 2000.
XXX XXXXXX LIFE INVESTMENT TRUST
EMERGING GROWTH PORTFOLIO
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice President, Chief Financial Officer and Treasurer
XXX XXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President and Chief Operating Officer
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