AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WPG CORE BOND FUND
In consideration of the mutual promises hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, ROBECO USA, L.L.C. (formerly Xxxxx, Xxxx & Xxxxx L.L.C.)
(the "Investment Adviser") and XXXXX, XXXX & XXXXX FUNDS TRUST (the "Trust"), a
Massachusetts business trust, on behalf of its series WPG CORE BOND FUND (the
"Fund"), hereby amend the Investment Advisory Agreement between the Investment
Adviser and the Trust on behalf of the Fund (the "Agreement") to reduce the
annual rate of compensation payable thereunder by the Fund to the Investment
Adviser (currently, (i) 0.60% of the Fund's average daily net assets up to $300
million, (ii) 0.55% of the Fund's average daily net assets from $300 million to
$500 million, and (iii) 0.50% of the Fund's average daily net assets in excess
of $500 million) so that the annual rate of compensation payable thereunder
shall be 0.45% of the Fund's average daily net assets.
Except to the extent modified by this Amendment, the remaining
provisions of the Agreement shall remain in full force and effect. This
Amendment shall be effective as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the 23rd day of April, 2003.
XXXXX, XXXX & XXXXX FUNDS TRUST,
on behalf of WPG CORE BOND FUND
/S/ XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Its: Vice President and Secretary
ROBECO USA, L.L.C.
/S/ XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Its: Managing Director
