Exhibit 99.(d)(1)(i)
XXXXXXX X. XXXXXXXXX FUND, INC.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 2, dated as of February 22, 1999, between XXXXXXX X.
XXXXXXXXX FUND, INC., a Maryland Corporation (the "Fund"), on behalf of the
Xxxxxxxxx International Value Portfolio (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 March 18,
1992 (as amended from time to time, 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
to read in its entirety 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 the
Adviser, promptly after the end of each month:
a) Prior to the transfer of tax-exempt shareholders to the new
International Value Portfolio II pursuant to the Portfolio Division
described in the Fund's Prospectus dated February 1, 1999 (the
"Portfolio Division"):
i) A fee assessed at annual rate of 1% of the Portfolio's average
daily net assets that is up to but not exceeding $2,000,000,000;
and
ii) A fee assesed at an annual rate of .90 of 1% of the amount of the
Portfolio's average daily net assets that exceeds $2,000,000,000.
b) Following the Portfolio Division:
i) A fee assessed at annual rate of 1% of the Portfolio's average
daily net assets that is up to but not exceeding $1,000,000,000;
and
ii) A fee assessed at an annual rate of .90 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. 2 to be executed by their duly authorized
officers as of the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By:
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Xxxxx X. Xxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By:
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Xxxx Xxxxx Xxxx, Secretary
