Amendment to Investment Advisory Agreement
Exhibit
(d) 1
This Amendment to Investment Advisory Agreement is made effective as of the 4th day of
November, 2009, by TXF Funds, Inc., a Maryland corporation (the “Fund”), and Xxxxx Advisors, LLC,
an Oklahoma limited liability company (the “Advisor”), with reference to the following:
A. The Fund and the Advisor are parties to an Investment Advisory Agreement dated January 27,
2009 (the “Advisory Agreement”), pursuant to which the Fund retained the Advisor as its investment
advisor, and the Advisor agreed to assume certain obligations of the Fund in connection therewith.
B. The Fund and the Advisor desire to amend the Advisory Agreement to reduce the investment
advisory fee and to provide that the Advisor shall be responsible for all expenses in connection
with the operation of the Fund.
| The parties hereby agree as follows: |
1. All references throughout the Advisory Agreement to “OOK Advisors, LLC” are hereby deleted
and replaced with “Xxxxx Advisors, LLC”
2. Section 6(b) of the Advisory Agreement is hereby amended in its entirety to read as
follows:
The Advisor shall pay its own expenses in connection with the
services to be provided by it pursuant to this Agreement. In
addition, the Advisor shall be responsible for the compensation of
officers or employees of the Company who are also officers or
employees of the Advisor, except as may otherwise be determined by
the Board. The Advisor agrees to pay all fees and expenses of any
Sub-Advisor, and shall pay, or cause a Sub-Advisor to pay, all fees
and expenses of any other Sub-Advisor, the Transfer-Agent, the
Administrator and Accounting Agent, and the Custodian engaged by the
Advisor on behalf of the Company. The Advisor also agrees to be
responsible for the payment of all other expenses associated with the
Fund’s operation including, but not limited to, (i) brokerage and
other expenses (such as stamp taxes) connected with the execution of
portfolio transactions or in connection with creation and redemption
transactions, (ii) taxes, (iii) interest on borrowings, (iv) legal
fees or expenses in connection with any arbitration, litigation or
pending or threatened arbitration or litigation, including any
settlements in connection therewith, (v) compensation and expenses of
the Directors of the Company who are not officers, directors,
partners or employees of the Advisor, and Sub-Advisor, or their
affiliates (the “Independent Directors”)
as well as the cost of Directors’ Meetings, (vi) compensation
and expenses of counsel to the Fund and counsel to the Independent
Directors, (vii) if approved by the Board, compensation and expenses
of the Company’s chief compliance officer and expenses associated
with the Company’s compliance program, (viii) fees and expenses of
the Company’s independent auditors, (ix) registration fees, expenses
associated with compliance by the Fund with mandatory regulatory
mandates including those reports, and extraordinary expenses, (x)
the cost of director and officer errors and omissions insurance
coverage, (xi) the Funds’ pro-rata portion of dues, fees and charges
of any trade associations of which the Company is a member, and
(xii) certain out-of-pocket expenses, including, but not limited to
cost of obtaining prices for security valuations (including manual
broker quotes), Federal Reserve charges related to securities
transactions, postage and insurance on physical transfer items,
telecommunication charges, and proxy voting execution, advice and
reporting etc.. The payment of assumption by the Advisor of any
expense of the Company that the Advisor is not required by this
agreement to pay or assume shall not obligate the Advisor to pay or
assume the same or any similar expense of the Company on any
subsequent occasion.
3. Schedule A to the Advisory Agreement is hereby amended in its entirety to read as follows:
Schedule A
Between TXF Funds, Inc.
and Xxxxx Advisors, LLC
| Name of Fund; Fee | ||
TXF Large Companies ETF;
|
0.20% of Fund’s average daily net assets. | |
4. The parties hereby ratify and affirm the Advisory Agreement as amended by this Amendment.
5. This Amendment to Investment Advisory Agreement is effective as of the date and year set
forth above.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of
November 16, 2009.
| TXF FUNDS, INC. | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
| Title: Chief Executive Officer | ||||
| XXXXX ADVISORS, LLC | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
| Title: Chief Executive Officer | ||||
