Exhibit 5(a)(5) Amendment No. 1 to Investment Management Agreement -
California Municipal Portfolio
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
California Municipal Portfolio (referred to herein as the "Portfolio"); and
XXXXXXX X. XXXXXXXXX & CO., INC., a New York corporation (the "Adviser" or
"Xxxxxxxxx").
Pursuant to the Investment Management Agreement dated as of May 1, 1990 (the
"Investment Management Agreement") between the Fund, on behalf of the
Portfolio, and the Adviser, the Fund, on behalf of the Portfolio, has agreed
to compensate the Adviser for the services it performs for, and the facilities
and personnel it provides to, the Portfolio. The Adviser and the Fund, on
behalf of the 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 the 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 the
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 the
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 the 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
