Exhibit 99.h2
AMENDMENT TO ADMINISTRATION AGREEMENT
AMENDMENT TO ADMINISTRATION AGREEMENT, effective as of September 24,
2003, by and between XXXXXX XXXX INVESTMENT FUNDS, a business trust established
under the laws of the Commonwealth of Massachusetts (the "Fund"), and INVESTORS
BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank entered into an Administration Agreement
dated December 28, 1999, as amended from time to time (the "Administration
Agreement"); and
WHEREAS, the Fund and Bank desire to amend the Administration Agreement
as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments.
(a) The first paragraph of Section 3 of the Administration Agreement is
hereby amended by deleting such paragraph in its entirety and inserting in lieu
thereof the following:
"Subject to the supervision and direction of the Board of Trustees of
the Fund, the Bank, as Administrator, will assist in conducting various
aspects of the Fund's administrative operations and undertakes to
perform the services described in APPENDIX B hereto. The Bank may, from
time to time, perform additional duties and functions which shall be
set forth in an amendment to such APPENDIX B executed by both parties."
(b) Paragraph (a) of Section 5 of the Administration Agreement is hereby
amended by deleting such paragraph (a) in its entirety and by inserting in lieu
thereof, the following:
"FEES AND EXPENSES OF THE BANK. For the services rendered by the Bank
hereunder, the Fund will pay to the Bank such fees at such rate as
shall be agreed upon in writing by the parties from time to time. The
Fund will also pay or reimburse the Bank from time to time for all
necessary proper disbursements, expenses and charges made or incurred
by the Bank in the performance of this Agreement (including any duties
listed on any Schedule hereto, if any) including any indemnities for
any loss, liabilities or expense to the Bank as provided herein. The
Bank will also be entitled to reimbursement by the Fund for all
reasonable expenses incurred in conjunction with termination of this
Agreement and any conversion or transfer work done in connection
therewith.
(c) Section 7(a) of the Custodian Agreement is hereby amended by deleting
the lead in paragraph of such Section 7(a) in its entirety and by inserting in
lieu thereof, the following:
(a) The term of this Agreement shall run from the date hereof
through and including December 31, 2005 (the "Initial
Term"), unless earlier terminated as provided herein. After
the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive one-year
terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety
days prior to the expiration of any Renewal Term, as the
case may be.
(d) Appendix A to the Agreement is hereby amended by deleting such Appendix
A in its entirety and inserting in lieu thereof Appendix A as attached hereto.
(e) Appendix C to the Agreement is deleted in its entirety and reserved.
2. MISCELLANEOUS.
a) Except as amended hereby, the Administration Agreement shall remain
in full force and effect.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
XXXXXX XXXX INVESTMENT FUNDS INVESTORS BANK & TRUST COMPANY
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXX XXXXXX
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Name: XXXXXXX XXXXX Name: XXXXXX XXXXXX
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Title: PRESIDENT Title: MANAGING DIRECTOR
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APPENDIX A
PORTFOLIOS
Xxxxxx Xxxx International Equity Fund
Xxxxxx Xxxx Global Income Fund
Xxxxxx Xxxx Global High Yield Bond Fund
