Exhibit 5(a)(4) - Amendment No. 1 to Investment Management Agreement -
Government Short Duration, Short Duration Plus, Intermediate Duration,
Diversified Municipal and New York Municipal Portfolios
XXXXXXX X. XXXXXXXXX FUND, INC.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 1, dated as of October 5, 1994 between XXXXXXX X. XXXXXXXXX
FUND, INC., a Maryland Corporation (the "Fund"), on behalf of the Xxxxxxxxx
Government Short Duration Portfolio, Xxxxxxxxx Short Duration Plus Portfolio,
the Xxxxxxxxx Intermediate Duration Portfolio, the Xxxxxxxxx New York
Municipal Portfolio and the Xxxxxxxxx Diversified Municipal Portfolio (each a
"Portfolio" and collectively the "Portfolios"); and XXXXXXX X. XXXXXXXXX &
CO., INC., a New York corporation (the "Adviser" or "Xxxxxxxxx").
Pursuant to the Investment Management Agreement dated as of October 12, 1988
(the "Investment Management Agreement") between the Fund, on behalf of each
Portfolio, and the Adviser, the Fund, on behalf of each Portfolio, has agreed
to compensate the Adviser for the services it performs for, and the facilities
and personnel it provides to, each Portfolio. The Adviser and the Fund, on
behalf of each Portfolio, wish to amend the Investment Management Agreement to
modify such compensation. Accordingly, the parties hereto hereby agree as
follows:
1. Section 5 of the Investment Management Agreement is hereby amended in its
entirety to read as follows: "5. Compensation. As compensation for the
services performed and the facilities and personnel provided by the Adviser
pursuant to Section 1 of this Agreement, the Fund, on behalf of each
Portfolio, will pay to the Adviser, promptly after the end of each month:
(a) A fee assessed at annual rate of .50 of 1% of the amount of each
Portfolio's average daily net assets that is up to but not exceeding
$1,000,000,000; and
(b) A fee assessed at an annual rate of .45 of 1% of the amount of each
Portfolio's average daily net assets that exceeds $1,000,000,000.
If the Adviser shall serve hereunder for less than the whole of any month, the
fee hereunder shall be prorated."
2. Except as herein provided, the Investment Management Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the Fund, on behalf of each Portfolio, and the Adviser
have caused this Amendment No. 1 to be executed by their duly authorized
officers as of the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By: Xxxxx X. Xxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By: Xxxxx Xxxxxx, President
