Exhibit (d)(4)
Amendment, Dated October 5, 2004, to
INVESTMENT ADVISORY AGREEMENT Between
XXXXXXXXXX INSTITUTIONAL SERIES and
XXXXXXXXXX GLOBAL INVESTORS, INC.
The following amendment is made to Section 5 of the Investment Advisory
Agreement between Xxxxxxxxxx Institutional Series (the "Trust") and Xxxxxxxxxx
Global Investors, Inc. (the "Adviser"), dated October 17, 1996, as amended to
date (the "Agreement"), and is hereby incorporated into and made a part of the
Agreement:
Section 5 of the Agreement is amended, effective October 5,2004,
to read as follows:
Expenses. In addition to the fee of the Adviser, each Fund shall
assume and pay any expenses for services rendered by a custodian for the
safekeeping of the Fund's securities or other property, for keeping its
books of account, for any other charges of the custodian and for
calculating the net asset value of the Fund as provided above. The
Adviser shall not be required to pay, and each Fund shall assume and
pay, the charges and expenses of its operations, including compensation
of the trustees (other than those who are interested persons of the
Adviser), charges and expenses of independent accountants, of legal
counsel and of any transfer or dividend disbursing agent, costs of
acquiring and disposing of portfolio securities, cost of listing shares
of the New York Stock Exchange or other exchange interest (if any) on
obligations incurred by the Fund, costs of reports and notices to
shareholders, costs of registering shares of the Fund under the federal
securities laws, miscellaneous expenses and all taxes and fees to
federal, state or other governmental agencies on account of the
registration of securities issued by the Fund, filing of corporate
documents or otherwise. Each Fund shall not payor incur any obligation
for any management or administrative expenses for which the Fund intends
to seek reimbursement from the Adviser without first obtaining the
written approval of the Adviser. The Adviser shall arrange, if desired
by a Fund, for officers or employees of the Adviser to serve, without
compensation from the Fund, as trustees, officers or agents of the Fund
if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law.
In witness whereof, and in accordance with Section 13 of the
Agreement, the parties hereto have caused this Amendment to be executed
in their names and on their behalf and through their duly-authorized
officers as of the 5th of October, 2004.
XXXXXXXXXX INSTITUTIONAL SERIES
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By: Xxxxxx X. Xxxxxxxxxx
Title: President
XXXXXXXXXX GLOBAL INVESTORS, INC.
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By: Xxxxxx X. Xxxx
Title: President
