Exhibit 2 -- Amendment to Portfolio Management Agreement
AMENDMENT of January 12, 1998, to that certain Portfolio Management
Agreement dated August 15, 1995, ("Agreement") between Institutional Capital
Corporation ("Portfolio Manager") and The Xxxxxx Xxxxxxxxx Trust, a Delaware
business trust ("Trust").
WHEREAS, the Trust has retained the Portfolio Manager to provide to a
continuous program of investment management for a portion of the assets of The
Value Equity Portfolio of the Trust ("Account") pursuant to the Agreement and
the parties have agreed to increase the rate at which the advisory fee
payable to the Portfolio Manager for its services is calculated;
NOW THEREFORE, in consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties as
follows:
1. The Agreement shall be amended by deleting paragraph 4 of the Agreement
in its entirety and substituting therefor the following:
Expenses and Compensation.
Portfolio Manager shall pay all of its expenses incurred in the performance of
its duties under this Agreement and shall not be required to pay any other
expenses of the Trust, including without limitation, brokerage expenses. For
its services under this Agreement, Portfolio Manager shall be entitled to
receive a fee at the annual rate of .35% of the average daily net asset value
of the Account, which fee shall be payable monthly.
2. This Amendment shall become effective as of the first business day of
the month following the date on which the shareholders of The Value Equity
Portfolio shall have approved this Amendment in accordance with the provisions
of the Investment Company Act of 1940 by the Board of Trustees of the Trust
and by the shareholders of The Value Equity Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their officers thereunto duly authorized as of the day and year
first written above.
Institutional Capital Corporation
By: _______________________
Title: _______________________
The Xxxxxx Xxxxxxxxx Trust
By: _______________________
Title: _______________________
