AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 (this "Amendment") is made as of November 19, 1998 and
is made to the Investment Advisory Agreement (the "Advisory Agreement") dated
March 5, 1997 by and between THE BJURMAN FUNDS, a Delaware business trust (the
"Trust"), on behalf of Bjurman Micro-Cap Growth Fund (the "Fund"), and XXXXXX X.
XXXXXXX AND ASSOCIATES, a California corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser desire to amend the Advisory Agreement
to (i) eliminate the Adviser's ability to recoup any voluntary reduction of any
portion of the compensation or reimbursement of expenses due to it pursuant to
the Advisory Agreement prior to the Fund's payment of current ordinary operating
expenses, and (ii) require that, in order for a waived fee or reimbursed expense
to be eligible for repayment, recouped amounts must relate to one of the
immediately preceding five fiscal years of the Fund and, in addition, in the
sixth full fiscal year of the Fund's operations, the look-back period shall be
reduced from five years to four years and in the seventh full fiscal year, and
thereafter the look-back period shall be reduced to three years before seeking
payment of fees and expenses for the then-current period.
WHEREAS, the disinterested Trustees of the Trust and the full Board of
Trustees have separately approved this Amendment in person at a regular
quarterly meeting of the Board of Trustees on November 19, 1998.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing promises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Amendment of Section 3
The forth full paragraph of Section 3 of the Advisory Agreement is hereby
amended and replaced in its entire with the following:
"The Fund is responsible for its own operating expenses. Any fees withheld
or voluntarily reduced and any Fund expenses absorbed by the Adviser
voluntarily or pursuant to an agreed upon expense cap which are the Fund's
obligation are subject to reimbursement by the Fund to the Adviser, if so
requested by the Adviser, in subsequent fiscal years if the aggregate
amount actually paid by the Fund toward the operating expenses for such
fiscal year (taking into account the reimbursement) does not exceed the
applicable limitation on Fund expenses. The Adviser is permitted to be
reimbursed only for fee reductions and expense payments made in the
previous three fiscal years, except that it is permitted to look back up to
five years and four years, respectively, during the initial six years and
seventh year of the Fund's operations. Any such reimbursement is also
contingent upon the Board of Trustees' review and approval at the time the
reimbursement is made. Such reimbursement may not be paid prior to the
Fund's payment of current ordinary operating expenses."
2. No Other Modifications
Except as set forth in this Amendment, the Advisory Agreement remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first specified above.
THE BJURMAN FUNDS
By /s/ G. Xxxxxx Xxxxxxx
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Title Co-President
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By /s/ O. Xxxxxx Xxxxx III
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Title Co-President
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XXXXXX X. XXXXXXX AND ASSOCIATES
By /s/ G. Xxxxxx Xxxxxxx
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Title President
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