AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2004, is to the Investment Management
Agreement made as of the 3rd day of May, 1993 and amended and restated as of the
25th day of February, 1995, the 25th day of May, 1995 and the 23rd day of
November, 1995 (the "Agreement") by and between Xxxxxxxxx Asset Management Ltd.,
a U.S. registered investment adviser and a corporation organized under the laws
of Singapore (the "Manager") and Xxxxxxxxx Institutional Funds, Inc., on behalf
of Emerging Markets Series (the "Fund").
WITNESSETH:
WHEREAS, both the Manager and Xxxxxxxxx Institutional Funds, Inc. wish to
amend Paragraph 4 of the Agreement; and
WHEREAS, the Board of Directors of Xxxxxxxxx Institutional Funds, Inc.,
including a majority of the Independent Directors of Xxxxxxxxx Institutional
Funds, Inc. present in person, approved the following amendment at a meeting
called for such purpose on April 20, 2004.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
The Fund agrees to pay to the Manager a monthly fee in dollars, at the
annual rate of the Fund's daily net assets, as listed below, payable at the end
of each calendar month:
1.25%, up to and including $1 billion
1.20% over $1 billion, up to and including $5 billion
1.15% over $5 billion, up to and including $10 billion
1.10% over $10 billion, up to and including $15 billion
1.05% over $15 billion, up to and including $20 billion
1.00% over $20 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX ASSET MANAGEMENT LTD.
By:/s/XXXXXXX X. XXXXXXX
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Xxxxxxx X. XxXxxxx
Director
XXXXXXXXX INSTITUTIONAL FUNDS, INC.
By:/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and Assistant Secretary
