EXHIBIT (d)(2)
AMENDMENT NUMBER ONE
TO THE
INVESTMENT ADVISORY AGREEMENT
This Amendment Number One, dated November 1, 2004, to the Investment Advisory
Agreement, dated May 31, 1997 (the "Agreement"), by and between Xxx Xxxxxx Tax
Free Money Fund (the "Fund"), a Delaware statutory trust, and Xxx Xxxxxx Asset
Management (the "Adviser," successor in interest of Xxx Xxxxxx Investment
Advisory Corp.) a Delaware statutory trust, 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 at a meeting held on September 23,
2004 has approved a reduction in the investment management fee payable by the
Fund to the Adviser; 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 the Adviser 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
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First $500 million 0.450%
Next $250 million 0.375%
Next $250 million 0.325%
Next $500 million 0.300%
Next $500 million 0.275%
Next $500 million 0.250%
Next $500 million 0.225%
Next $ 12 billion 0.200%
Over $ 15 billion 0.199%
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
XXX XXXXXX TAX FREE MONEY FUND XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx, III
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxx, III
Executive Vice President Managing Director
and Principal Executive Officer
