Exhibit 99.B5(b)(i)
FORM OF AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
This amendment, dated as of the _______ day of _____________________ , 1998
made by and between XXXXXXX PARTNERS, LTD. (hereinafter referred to as the
"Investment Advisor") and XXXX & ASSOCIATES, a division of Xxxxxxx Xxxxx &
Associates (hereinafter referred to as the "Investment Manager") (collectively,
the "Parties").
WITNESSETH:
WHEREAS, the Investment Advisor and Investment Manager have entered into an
agreement dated January 1, 1997 (the "Sub-Investment Advisory Agreement"),
wherein the Investment Manager has agreed to furnish research, analysis, advice
and recommendations with respect to the purchase and sale of securities and the
making of investment commitments by the Investment Advisor regarding assets of
The Xxxxxxx Plan (hereinafter referred to as the "Trust") subject to oversight
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by the Board of Trustees of the Fund and the supervision of the Investment
Advisor; and
WHEREAS, the Parties wish to amend the Sub-Investment Advisory Agreement to
reflect the creation of an additional series of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. To add a first preamble to the Sub-Investment Advisory Agreement to read
as follows:
WHEREAS, The Xxxxxxx Plan (hereinafter referred to as the "Trust") is
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authorized to issue separate series of shares representing interests in
separate investment portfolios (each referred to as a "Series" and
collectively, as the "Series"), which Series are identified on Schedule
A attached hereto, and which Schedule A may be amended form time to time
by mutual agreement of the Investment Advisor and the Investment
Manager; and
2. To amend the second preamble to the Sub-Investment Advisory Agreement to
read as follows:
WHEREAS, the Investment Advisor and Investment Manager have entered into
an agreement dated January 1, 1997 (the "Sub-Investment Advisory
Agreement"), wherein the Investment Manager has agreed to furnish
research, analysis, advice and recommendations with respect to the
purchase and sale of securities and the making of investment commitments
by the Investment Advisor regarding assets of each Series of the Trust,
subject to oversight by the Board of Trustees of the Trust and the
supervision of the Investment Advisor; and
3. To add a Schedule "A" to the Sub-Investment Advisory Agreement in the
form attached hereto as Schedule "A" to reflect the separate Series of
the Trust.
4. The Effective Date of this Amendment shall be May 1, 1998.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
consisting of two type written pages, together with Schedule "A", to be signed
by their duly authorized officers and their corporate seals hereunto duly
affixed as of the day and year first above written.
ATTEST: THE XXXXXXX PLAN
_________________________ By:__________________________
ATTEST: XXXXXXX PARTNERS, LTD.
________________________ By:__________________________
COVENANT FUNDS, INC.
Managing General Partner
ATTEST: XXXX & ASSOCIATES
________________________ By:__________________________
SCHEDULE "A"
IDENTIFICATION OF SERIES
Below are listed the "Series" to which services under this Sub-Investment
Advisory Agreement are to be performed as of the execution date of this
Agreement:
"The Xxxxxxx Plan"
"The Xxxxxxx Plan Variable Series"
This Schedule "A" may be amended from time to time by agreement of the Parties.
