VELA FUNDS FIRST AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
XXXX FUNDS
FIRST AMENDMENT TO
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This First Amendment to the Amended and Restated Investment Advisory Agreement (this “Amendment”) is made and entered into as of this 24th day of February, 2022, by and between XXXX Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and XXXX Funds, a Delaware statutory trust (the “Trust”), regarding each of the Fund(s) listed in Appendix A (the “Funds”).
WHEREAS, the Adviser and the Trust are parties to that certain Amended and Restated Investment Advisory Agreement dated as of January 12, 2022 (the “Agreement”), including Appendix A thereto;
WHEREAS, the parties desire to amend Section 5 of the Agreement and Appendix A to the Agreement; and
WHEREAS, the Board of Trustees of the Trust has approved this Amendment.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Amendments.
(a) Section 5 of the Agreement hereby is amended and restated as follows:
5. Compensation of the Adviser. In consideration for the investment advisory and portfolio management services to be performed under this Agreement, the Adviser shall receive from the Trust an annual management fee (the “Management Fee”), accrued daily at the rate of 1/365th of the applicable Management Fee rate and payable monthly as soon as practicable after the last day of each month in the amount set forth in Appendix A.
In consideration for all non-investment advisory and/or non-portfolio management services to be performed by the Adviser under this Agreement, the Adviser shall receive from the Trust an annual administrative fee accrued daily at the rate of 1/365th of the applicable administrative fee rate and payable monthly as soon as practicable after the last day of each month in the amount set forth in Appendix A.
(b) Appendix A to the Agreement hereby is deleted and replaced with Appendix A to this Amendment.
2. Miscellaneous.
(a) Except as hereby amended, the Agreement shall remain in full force and effect, and capitalized terms used herein without definition shall have the meaning ascribed to them in the Agreement.
(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
| XXXX INVESTMENT MANAGEMENT, LLC | ||
| By: | /s/ Xxxxxxxx Dillon_________________ | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | Chief Executive Officer | |
| XXXX FUNDS | ||
| By: | /s/ Xxxxx Job______________________ | |
| Name: | Xxxxx Job | |
| Title: | President, XXXX Funds | |
Appendix A
to the
Amended and Restated
between
XXXX Investment Management, LLC
and
XXXX Funds
dated as of January 12, 2022,
as amended February 24, 2022
In consideration for the investment advisory and portfolio management services to be performed under the Agreement, the Adviser shall receive from the Trust an annual Management Fee, accrued daily at the rate of 1/365th of the applicable Management Fee rate and payable monthly as soon as practicable after the last day of each month in the amount set forth below. Such amount shall be based on each Fund’s daily net assets during the month.
In consideration for all non-investment advisory and/or non-portfolio management services to be performed by the Adviser under the Agreement, the Adviser shall receive from the Trust an annual Administrative Fee accrued daily at the rate of 1/365th of the applicable Administrative Fee rate and payable monthly as soon as practicable after the last day of each month in the amount set forth below. Such amount shall be based on each Fund’s daily net assets during the month.
| Name of Fund | Management Fee Rate | Administrative Fee Rate |
|
XXXX Small Cap Fund
|
0.75% | 0.45% |
|
XXXX Large Cap Plus Fund
|
0.75% | 0.45% |
|
XXXX International Fund
|
0.75% | 0.45% |
| XXXX Income Opportunities Fund | 0.50% | 0.45% |
