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Exhibit 5a
AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT
It is hereby agreed that the second paragraph of Section 6 of the
Investment Management Contract between the undersigned parties dated May 5, 1987
is deleted in its entirety and replaced by the following:
If the total of all ordinary business expenses of the Fund for any
fiscal year exceeds the lowest applicable percentage of average net assets or
income limitations prescribed in any state in which shares of the Fund are
qualified for sale, you shall waive your fee to the extent of such excess and
will reimburse the Fund for any amount by which such excess exceeds your fee.
The waiver and reimbursement contemplated by the foregoing sentence shall be
given effect by your paying the Fund an amount equal to the amount of such
waiver or reimbursement on the same schedule as the Fund pays the Advisory fee,
provided that if at the end of the fiscal year, Fund expenses do not exceed the
annual expense limitations, the Fund will reimburse you for monies paid by you
or fees foregone during the course of the fiscal year.
Unless prescribed otherwise by state law, ordinary business expenses
shall be calculated excluding taxes, interest, brokerage commissions, and
extraordinary expenses beyond your control. You understand that, in connection
with the qualification of securities of the Fund for sale in certain states, the
Fund has agreed, and may find it desirable to agree in the future, that it will
secure the consent of the securities commissioners of certain states prior to
treating any expense as an extraordinary expense beyond your control within the
meaning of the foregoing sentence. Accordingly, you agree that no expense shall
be so treated without the consent of such commissioners. The net asset value of
the Fund shall be determined pursuant to the provisions in the Declaration of
Trust and applicable law.
Executed this 19th day of December, 1989.
XXXX XXXXXXX WORLD TRUST
BY: /s/Xxxxxx X. Xxxxxxxx, Xx.
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Chairman and President
XXXX XXXXXXX ADVISERS, INC.
By: /s/Xxxxxx X. Xxxxxxxx, Xx.
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President and Chief Executive Officer
