X.X. XXXXXX INSTITUTIONAL FUNDS
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT, made this 23rd day of December 2004, to the Investment
Advisory Agreement dated September 7, 2001 between X.X. Xxxxxx Institutional
Funds (the "Trust") and X.X. Xxxxxx Investment Management Inc.
WHEREAS, on August 19, 2004, the Board of Trustees approved the
reorganization of each series of the Trust (each a "Fund") with and into
corresponding series of the X.X. Xxxxxx Mutual Fund Series, a Massachusetts
business trust, subject in each case to the approval of each reorganization
on a Fund-by-Fund basis by the shareholders of the affected Fund at a
shareholder meeting to be held January 20, 2005 (each a "Shell
Reorganization"); and
WHEREAS, the Shell Reorganization transactions described above, if
approved by shareholders, are expected to close on or about February 18,
2005, or such later date as the parties to each such transaction shall agree
(each a "Closing Date"); and
WHEREAS, the parties agree that this Agreement shall not be effective,
or shall cease to be effective, with respect to each Fund whose shareholders
approve a Shell Reorganization effective as of the close of business on the
Closing Date with respect to each respective Fund; and
WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved
new names for certain of the Funds to be effective February 19, 2005; and
WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved
a new advisory fee for certain of the Funds to be effective February 19, 2005;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. Schedule A to the Agreement is hereby amended as attached
hereto.
2. The Trustees of the Trust have authorized the execution of this
Agreement in their capacity as Trustees and not individually, and the Advisor
agrees that neither the Trustees nor any officer or employee of the Trust nor
any Fund's investors nor any representative or agent of the Trust or of the
Fund(s) shall be personally liable upon, or shall resort be had to their
private property for the satisfaction of, obligations given, executed or
delivered on behalf of or by the Trust or the Fund(s), that such Trustees,
officers, employees, investors, representatives and agents shall not be
personally liable hereunder, and that it shall look solely to the trust
property for the satisfaction of any claim hereunder.
3. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
4. This Agreement shall be governed by and construed in accordance
with the laws of the State of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first written
above.
X.X. XXXXXX INSTITUTIONAL FUNDS
By: ------------------------------------
Title. ---------------------------------
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: ------------------------------------
Title. ---------------------------------
2
SCHEDULE A
TO THE ADVISORY AGREEMENT
NAME OF THE FUND
EQUITY FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
--------------------------------
PRE-FEBRUARY POST-FEBRUARY
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 18, 2005 18, 2005
-------------------------- -------------------------------- ------------ -------------
JPMorgan Disciplined Equity Fund* JPMorgan Disciplined Equity Fund 0.25 0.25
JPMorgan Diversified Fund* JPMorgan Diversified Fund 0.55 0.55
JPMorgan Xxxxxxx Emerging JPMorgan Emerging Markets Equity Fund 1.00 1.00
Markets Equity Fund*
JPMorgan Xxxxxxx International JPMorgan International Opportunities Fund 0.60 0.60
Opportunities Fund*
JPMorgan Xxxxxxx International JPMorgan International Value Fund 0.60 0.60
Value Fund*
JPMorgan U.S. Equity Fund* JPMorgan U.S. Equity Fund 0.40 0.40
JPMorgan U.S. Small Company Fund* JPMorgan U.S. Small Company Fund 0.60 0.60
FIXED INCOME FUNDS
ADVISORY FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
--------------------------------
PRE-FEBRUARY POST-FEBRUARY
NAME AS OF AUGUST 19, 2004 NEW NAME AS OF FEBRUARY 19, 2005 18, 2005 18, 2005
-------------------------- -------------------------------- ------------ -------------
JPMorgan Bond Fund* JPMorgan Bond Fund 0.30 0.30
JPMorgan Global Strategic Income JPMorgan Global Strategic Income Fund 0.45 0.45
Fund*
JPMorgan Short Term Bond Fund* JPMorgan Short Term Bond Fund 0.25 0.25
JPMorgan Tax Aware Short- JPMorgan Tax Aware Short- 0.25 0.25
Intermediate Income Fund* Intermediate Income Fund
------------------------------
* Shareholders of the Fund will be asked to approve the reorganization of the
Fund with and into a corresponding series of the X.X. Xxxxxx Mutual Fund
Series at a shareholder meeting to be held on January 20, 2005. If
shareholders approve the reorganization, the Fund will no longer be part of
this Agreement effective upon closing of the reorganization, which is
expected to occur on or about February 18, 2005.
