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Exhibit (d)(2)
AMENDMENT ONE
TO THE
INVESTMENT ADVISORY AGREEMENT
XXX XXXXXX LIMITED MATURITY GOVERNMENT FUND
DATED MAY 31, 1997
THIS AMENDMENT ONE to the Investment Advisory Agreement dated May 31,
1997 by and between Xxx Xxxxxx Limited Maturity Government Fund, 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
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 August 11, 1999;
NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that Section 3 of
the Agreement be amended as follows:
(3) COMPENSATION PAYABLE TO THE ADVISER
The Fund shall pay to the Adviser, as compensation for the
services rendered, facilities furnished and expenses paid by
the Adviser, a monthly fee computed at the following annual
rate:
.40% on the first $500 million of the Fund's average daily net
assets; .375% on the next $500 million of the Fund's average
daily net assets; and .350% of any excess over $1 billion.
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 Fund'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 Fund pursuant to this
Section 3 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 Fund, 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 Fund'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 Fund's portfolio transactions or
other arrangements which may benefit the Fund.
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In the event that the ordinary business expenses of the Fund
for any fiscal year should exceed 1.5% of the first $30
million of the Fund's average daily net assets plus 1% of any
excess over $30 million, the compensation due the Adviser for
such fiscal year shall be reduced by the amount of such
excess. The Adviser's compensation shall be so reduced by a
reduction or a refund thereof, at the time such compensation
is payable after the end of each calendar month during such
fiscal year of the Fund, and if such amount should exceed such
monthly compensation, the Adviser shall pay the Fund an amount
sufficient to make up the deficiency, subject to readjustment
during the Fund's fiscal year. For purposes of this paragraph,
all ordinary business expenses of the Fund shall include the
investment advisory fee and other operating expenses paid by
the Fund except (i) for interest and taxes; (ii) brokerage
commissions; (iii) as a result of litigation in connection
with a suit involving a claim for recovery by the Fund; (iv)
as a result of litigation involving a defense against a
liability asserted against the Fund, provided that, if the
Adviser made the decision or took the actions which resulted
in such claim, it acted in good faith without negligence or
misconduct; (v) any indemnification paid by the Fund to its
officers and trustees and the Adviser in accordance with
applicable state and federal laws as a result of such
litigation; and (vi) amounts paid to Xxx Xxxxxx Funds Inc.,
the distributor of the Fund's shares, in connection with a
distribution plan adopted by the Fund's Trustees pursuant to
Rule 12b-1 under the Investment Company Act of 1940.
If the Adviser shall serve for less than the whole of any
month, the foregoing compensation shall be prorated.
IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed this 11th day of August, 1999.
XXX XXXXXX LIMITED MATURITY GOVERNMENT FUND
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/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. XxXxxxxxx
President
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