AMENDMENT NUMBER ONE TO THE INVESTMENT ADVISORY AGREEMENT

                                                              EXHIBIT (d)(1)(ii)


                              AMENDMENT NUMBER ONE
                                     TO THE
                          INVESTMENT ADVISORY AGREEMENT

         This Amendment Number One, dated June 1, 2004, to the Investment
Advisory Agreement dated May 31, 1997 (the "Agreement") by and between Xxx
Xxxxxx Senior Loan Fund (formerly known as Xxx Xxxxxx American Capital Prime
Rate Income Trust) (the "Fund") and Xxx Xxxxxx Asset Management (formerly known
as Xxx Xxxxxx American Capital Investment Advisory Corp.) ("Asset Management"),
hereby amends the terms and conditions of the Agreement in the manner specified
herein.

                               W I T N E S S E T H

         WHEREAS, the Board of Trustees of the Fund has approved a reduction in
the investment management fee payable by the Fund to Asset Management; and

         WHEREAS, the parties desire to amend and restate Section 2. (a) of the
Agreement relating to the investment management fee.

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Agreement, as follows:

         Section 2.(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:

         2. (a) Fee. For the services and facilities described in Section 1, the
         Fund will accrue daily and pay to Asset Management at the end of each
         calendar month an investment management fee computed based on a fee
         rate (expressed as a percentage per annum) applied to the average daily
         net assets of the Fund as follows:



           AVERAGE DAILY                  FEE AS A PERCENT PER ANNUM
           NET ASSETS                     OF AVERAGE DAILY NET ASSETS
           ------------------             ---------------------------
                                       
           First $500 million                      0.900%
           Next $1.0 billion                       0.850%
           Next $1.0 billion                       0.825%
           Next $500 million                       0.800%
           Over $3.0 billion                       0.775%



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.

XXX XXXXXX SENIOR LOAN FUND                 XXX XXXXXX ASSET MANAGEMENT

By: /s/ Xxxxxx X. Xxxxxxxx                  By: /s/ Xxxx X. Xxxxxxxx
   ---------------------------                 ---------------------------
    Xxxxxx X. Xxxxxxxx                          Xxxx X. Xxxxxxxx
    Executive Vice President                    Managing Director
    and Chief Executive Officer