AMENDMENT NO. 1 TO AGREEMENT
This Amendment to the Agreement dated October 20, 2005, by and between Xxxxx
& Steers Capital Management Inc. ("C&S"), a New York corporation, and Xxx Xxxxxx
Funds Inc. ("Xxx Xxxxxx"), a Delaware corporation (the "Agreement"), is made as
of this 22nd day of March, 2007, by and between C&S and Xxx Xxxxxx (the
"Amendment").
WITNESSETH:
WHEREAS, the Agreement (a) grants a license to Xxx Xxxxxx and the Trusts to
use the Xxxxx & Steers Property in connection with the Trusts, (b) provides that
C&S will provide certain services in advising and consulting with Xxx Xxxxxx
with respect to securities selection in accordance with certain criteria
specified in the Agreement and C&S's investment concerns and strategies and (c)
provides that C&S will act as Supervisor, as defined by the trust indenture
governing a particular Trust, in connection with the Trusts; and
WHEREAS, C&S and Xxx Xxxxxx desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Except as expressly set forth in this Amendment, this Amendment shall not
constitute an amendment or modification of any other provision of the Agreement.
Capitalized terms not otherwise defined herein shall have the meaning assigned
to them in the Agreement.
2. Fees. For the services to be performed pursuant to Section 2 of the
Agreement with respect to any Trust with an original scheduled term of two (2)
years or less, Xxx Xxxxxx, on behalf of each Trust, agrees that each Trust shall
pay C&S a fee equal to five basis points (0.05%) of the aggregate Evaluation
Price of all assets comprising such Trust as of the end of the primary offering
period of such Trust (the "Portfolio Consultant Fee"). Such fee shall be paid by
the trustee of the Trusts to C&S within fifteen (15) days following the end of
the primary offering period of such Trust.
3. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.
4. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to
be executed by a duly authorized representative thereof as of the date first
above written.
XXX XXXXXX FUNDS INC.
By:________________________________
Name: _____________________________
Title: ______________________________
XXXXX & STEERS CAPITAL MANAGEMENT INC.
By:_______________________________
Name: ____________________________
Title:______________________________
