AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
▇▇▇▇▇▇ GROWTH AND INCOME FUND
This AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT (the "Amendment") is
made effective as of the 1st day of October, 1999, between ▇▇▇▇▇▇ LLC, a Nevada
limited liability company, and ▇▇▇▇▇▇ ONE HUNDRED AND ONE FUND, INC., a Maryland
corporation (the "Fund"), doing business as ▇▇▇▇▇▇ GROWTH AND INCOME FUND.
RECITALS
▇. ▇▇▇▇▇▇ Associates, Inc., and the Fund entered into that certain
Investment Advisory Agreement dated October 14, 1994 (the "Agreement"), setting
forth the terms and conditions under which the Fund has appointed ▇▇▇▇▇▇
Associates, Inc., as investment advisor for the Fund.
B. Effective September 30, 1999, ▇▇▇▇▇▇ Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, ▇▇▇▇▇▇ LLC, in an assignment and transfer approved by the directors
of the Fund. Accordingly, all compensation paid hereafter by the Fund for
investment advisory services under the Agreement is to be paid to ▇▇▇▇▇▇ LLC
rather than to ▇▇▇▇▇▇ Associates, Inc.
▇. ▇▇▇▇▇▇ LLC and the Fund desire to set forth herein their mutual
agreement to change the compensation paid to ▇▇▇▇▇▇ LLC under the Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. REDUCTION IN COMPENSATION. Section 4 of the Agreement is hereby
amended in its entirety to read as follows:
"4. COMPENSATION. The Fund shall pay to ▇▇▇▇▇▇ LLC for its
services under this Agreement a fee, payable in United States dollars, at
an annual rate of 0.75% of the first $500 million of average daily net
assets of the Fund, 0.70% of the next $500 million of average daily net
assets of the Fund and 0.65% on any part of the average daily net assets
of the Fund in excess of $1 billion. This fee shall be computed and
accrued daily and payable monthly as of the last day of each month during
which or part of which this Agreement is in effect. For the month during
which this Agreement becomes effective and the month during
-1-
which it terminates, however, there shall be an appropriate proration of
the fee payable for such month based on the number of calendar days of
such month during which this Agreement is effective."
2. NO OTHER CHANGES. No changes to the Agreement are intended by the
parties other than the change reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
3. GOVERNING LAW. This Amendment shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the Investment Company Act of 1940, as amended. To
the extent that the applicable laws of the State of Colorado conflict with the
applicable provisions of the Investment Company Act of 1940, as amended, the
latter shall control.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date and year first above written.
▇▇▇▇▇▇ LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
▇▇▇▇▇▇ ONE HUNDRED AND ONE FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
-2-
