AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

WHEREAS, Xxxx Xxxxx Management, Inc. and The Xxxxx Institutional Funds (the “Trust”) entered into an investment advisory agreement dated September 12, 2007 (as amended, supplemented and/or restated to date, the “Agreement”) to provide certain investment advisory services to the Trust and each of its series (the “Funds”); and

WHEREAS, effective October 1, 0000, Xxxx Xxxxx Management, Inc. converted from a New York corporation to a Delaware limited liability company and changed its name to “Xxxx Xxxxx Management, LLC” (“Xxxxx Management”); and

WHEREAS, the Trust and Xxxxx Management desire to update Schedule I of the Agreement to reflect changes in the names of certain Funds;

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereby amend the Agreement as follows:

1. All references in the Agreement to “Xxxx Xxxxx Management, Inc.” are hereby deleted and replaced with “Xxxx Xxxxx Management, LLC”. None of the terms or provisions of the Agreement shall be affected by this change in legal entity.

2. Schedule I of the Agreement is hereby deleted in its entirety and replaced with Schedule I as attached and incorporated by reference to this amendment.

3. Except as otherwise provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties by their duly authorized officers, have caused this Amendment to be executed as of September 29, 2020.

THE XXXXX INSTITUTIONAL FUNDS						XXXX XXXXX MANAGEMENT, LLC
By:		/s/ Xxxx Xxxxx				By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx				Name:		Xxxx Xxxxx
Title:		Secretary, CCO				Title:		SVP, General Counsel, CCO

SCHEDULE I

Name of Fund		Annual Fee as Percentage of Average Daily Net Assets		Reapproval Date
Xxxxx Capital Appreciation Institutional Fund		.81% for assets up to $2 billion; .65% for assets between $2 billion and $3 billion; .60% for assets between $3 billion and $4 billion; .55% for assets between $4 billion and $5 billion; .45% for assets in excess of $5 billion		October 00
Xxxxx Focus Equity Fund		.52%		October 31
Xxxxx Mid Cap Growth Institutional Fund		.76% for assets up to $1 billion; .70% for assets in excess of $1 billion		October 00
Xxxxx Small Cap Growth Institutional Fund		.81% for assets up to $1 billion; .75% for assets in excess of $1 billion		October 31