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
▇▇▇ ▇▇▇▇▇▇ Reserve Fund (the "Fund"), a Delaware statutory trust, and
▇▇▇ ▇▇▇▇▇▇ Asset Management (the "Adviser," successor in interest of ▇▇▇
▇▇▇▇▇▇ Asset Management, Inc.), 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 advisory
fee payable by the Fund to the Adviser; and
WHEREAS, the parties desire to amend and restate Section 3 of the
Agreement relating to the investment advisory 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 3 of the Agreement is hereby deleted in its entirety and
replaced with the following:
(3) Compensation Payable to the Adviser
The Fund shall pay to the Adviser, as compensation for the services
rendered, facilities furnished and expenses paid by the Adviser, a
monthly fee computed at the following annual rate:
AVERAGE DAILY FEE AS A PERCENT PER ANNUM
NET ASSETS OF AVERAGE DAILY NET ASSETS
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First $250 million 0.450%
Next $500 million 0.375%
Next $500 million 0.325%
Next $250 million 0.300%
Next $250 million 0.275%
Next $500 million 0.250%
Next $500 million 0.225%
Next $12.25 billion 0.200%
Next $2.5 billion 0.199%
Next $7.5 billion 0.198%
Next $5 billion 0.197%
Over $30 billion 0.196%
Average daily net assets shall be determined by taking the average of
the net assets for each business day during a given calendar month
calculated in the manner provided in the Fund's Declaration of Trust.
Such fee shall be payable for each calendar month as soon as practicable
after the end of that month.
The fees payable to the Adviser by the Fund pursuant to this Section 3
shall be reduced by any commissions, tender solicitation and other fees,
brokerage or similar payments received by the Adviser, or any other
direct or indirect majority owned subsidiary of ▇▇▇ ▇▇▇▇▇▇ Investments
Inc., in connection with the purchase and sale of portfolio investments
of the Fund, less any direct expenses incurred by such person, in
connection with obtaining such commissions, fees, brokerage or similar
payments. The Adviser shall use its best efforts to recapture all
available tender offer solicitation fees and exchange offer fees in
connection with the Fund's portfolio transactions and shall advise the
Trustees of any other commissions, fees, brokerage or similar payments
which may be possible for the Adviser or any other direct or indirect
majority owned subsidiary of ▇▇▇ ▇▇▇▇▇▇ Investments Inc. to receive in
connection with Fund's portfolio transactions or other arrangements
which may benefit the Fund.
In the event that the ordinary business expenses of the Fund for any
fiscal year should exceed 1% of average daily net assets, the
compensation due the Adviser for such fiscal year shall be reduced by
the amount of such excess. The Adviser's compensation shall be so
reduced by a reduction or a refund thereof, at the time such
compensation is payable after the end of each calendar month during such
fiscal year of the Fund, and if such amount should exceed such monthly
compensation, the Adviser shall pay the Fund an amount sufficient to
make up the deficiency, subject to readjustment during the Fund's fiscal
year. For purposes of this paragraph, all ordinary business expenses of
the Fund shall include the investment advisory fee and other operating
expenses paid by the Fund except (i) for interest and taxes; (ii)
brokerage commissions; (iii) as a result of litigation in connection
with a suit involving a claim for recovery by the Fund; (iv) as a result
of litigation involving a defense against a liability asserted against
the Fund, provided that, if the Adviser made the decision or took the
actions which resulted in such claim, it acted in good faith without
negligence or misconduct; (v) any indemnification paid by the Fund to
its officers and trustees and the Adviser in accordance with applicable
state and federal laws as a result of such litigation; and (vi) amounts
paid to ▇▇▇ ▇▇▇▇▇▇ Funds Inc., the distributor of the Fund's shares, in
connection with a distribution plan adopted by the Fund's Trustees
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
If the Adviser shall serve for less than the whole of any month, the
foregoing compensation shall be prorated.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
▇▇▇ ▇▇▇▇▇▇ RESERVE FUND ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By:
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇, III
Executive Vice President
Managing Director
and Principal Executive Officer