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(d)(3)
AMENDMENT ONE
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TO THE
INVESTMENT ADVISORY AGREEMENT
XXX XXXXXX REAL ESTATE SECURITIES FUND
DATED MAY 31, 1997
THIS AMENDMENT ONE to the Investment Advisory Agreement dated May 31,
1997 by and between Xxx Xxxxxx Real Estate Securities 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
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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 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:
1.00% on the first $500 million of the Fund's average daily
net assets; 0.95% on the next $500 million of the Fund's average
daily net assets; and 0.90% 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 the FUND's portfolio transactions or
other arrangements which may benefit the FUND.
In the event that the ordinary business expenses of the FUND
for any fiscal year should exceed the most restrictive expense
limitation applicable in the states where the FUND's shares are
qualified for sale, 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 months during such fiscal year of the
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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 American Capital
Distributors, 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, as amended from time to
time.
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 17th day of April, 2000.
XXX XXXXXX REAL ESTATE SECURITIES 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/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President and Chief Operating Officer
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