First Amendment to the Amended and Restated Investment Management Agreement

Exhibit 10.5.1

First Amendment to the

Amended and Restated Investment Management Agreement

This first Amendment (“Amendment”) is made and effective as of June 3, 2017 to the Amended and Restated Investment Management Agreement dated May 15, 2017, by and between Xxxxxxx & Xxxx Advisors Funds (the “Trust”) and Xxxxxxx & Xxxx Investment Management Company (“WRIMCO”), with respect to each series of the Trust listed in Appendix A (each, a “Fund” and collectively, the “Funds”)(the “Agreement”).

WHEREAS:

A.  The Trust and WRIMCO (each a “Party”, together the “Parties”) agreed to enter into the Agreement which appointed WRIMCO to act as investment adviser to each Fund with respect to the investment of its assets and in general to supervise the investments of each Fund, subject at all times to the direction and control of the Board of Trustees of the Trust, all set forth within the Agreement.

B.  The Parties mutually desire to amend the Agreement as set forth herein.

NOW THEREFORE in consideration of the mutual covenants by each of the parties to this Amendment herein contained, and other valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by each Party), the Parties hereby agree to amend the Agreement as follows:

1.   Section II. B. to the Agreement shall be deleted in its entirety and replaced with the following:

“B. Subject to the provisions of this Agreement and the requirements of the Investment Company Act of 1940 (and any rules or regulations in force thereunder) (the “1940 Act”), WRIMCO is authorized to appoint one or more qualified investment sub-advisers (each, a “Sub-adviser”) to provide the Funds with certain services required by this Agreement. Each Sub-adviser shall have such investment discretion and shall make all determinations with respect to the investment of the Funds’ assets as shall be assigned to that Sub-adviser by WRIMCO and the purchase and sale of portfolio securities and other financial instruments with respect to those assets.

Subject to the supervision and direction of the Board of Trustees of the Trust, WRIMCO shall:

1.   have overall supervisory responsibility for the general management and investment of the Funds’ assets;

2.   determine the allocation and reallocation of assets among the Sub-advisers, if any; and

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3.   have full investment discretion to make all determinations with respect to the investment of Funds’ assets not otherwise assigned to a Sub-adviser.

WRIMCO shall research and evaluate each Sub-adviser, if any, including: performing initial due diligence on prospective Sub-advisers and monitoring each Sub-adviser’s ongoing performance; communicating performance expectations and evaluations to each Sub-adviser; and recommending to the Board of Trustees of the Trust whether a Sub-adviser’s contract should be renewed, modified or terminated. When appropriate, WRIMCO shall also recommend to the Board of Trustees of the Trust changes or additions to the Sub-advisers.”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date and year first above written.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	XXXXXXX & XXXX ADVISORS FUNDS
	By:	/s/ Xxxxx X. Hills
		Xxxxx X. Hills
		Vice President
	Date:	May 31, 2017
	XXXXXXX & XXXX INVESTMENT MANAGEMENT COMPANY
	By:	/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		President
	Date:	May 26, 2017

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AMENDED AND RESTATED
APPENDIX A

TO INVESTMENT MANAGEMENT AGREEMENT

This Amended and Restated Appendix A is effective as of October 16, 2017, and as was previously amended May 18, 2017 (“Appendix A”), to the Xxxxxxx & Xxxx Advisors Funds Investment Management Agreement dated January 30, 2009, as amended and restated May 15, 2017 (the “Agreement”), supersedes any prior Appendix A to the Agreement.

Xxxxxxx & Xxxx Advisors Accumulative Fund

Xxxxxxx & Xxxx Advisors Cash Management

Xxxxxxx & Xxxx Advisors Continental Income Fund

Xxxxxxx & Xxxx Advisors Global Growth Fund

Xxxxxxx & Xxxx Advisors High Income Fund

Xxxxxxx & Xxxx Advisors Municipal High Income Fund

Xxxxxxx & Xxxx Advisors New Concepts Fund

Xxxxxxx & Xxxx Advisors Science and Technology Fund

Xxxxxxx & Xxxx Advisors Small Cap Fund

Xxxxxxx & Xxxx Advisors Vanguard Fund

Xxxxxxx & Xxxx Advisors Wilshire Global Allocation Fund

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AMENDED AND RESTATED
APPENDIX B

TO INVESTMENT MANAGEMENT AGREEMENT

This Amended and Restated Appendix B is effective as of October 16, 2017, and as was previously amended May 18, 2017 (“Appendix B”) to the Xxxxxxx & Xxxx Advisors Funds Investment Management Agreement dated January 30, 2009, as amended and restated May 15, 2017 (the “Agreement”), supersedes any prior Appendix B to the Agreement.

FEE SCHEDULE

A cash fee computed each day on net asset value for each Fund at the annual rates listed below:

Xxxxxxx & Xxxx Advisors Accumulative Fund
Net Assets	Fee
Up to $1 billion	0.70% of net assets
Over $1 billion and up to $2 billion	0.65% of net assets
Over $2 billion and up to $3 billion	0.60% of net assets
Over $3 billion	0.55% of net assets
Xxxxxxx & Xxxx Advisors Cash Management
Net Assets	Fee
Up to $1 billion	0.35% of net assets
Over $1 billion	0.30% of net assets
Xxxxxxx & Xxxx Advisors Continental Income Fund
Net Assets	Fee
Up to $1 billion	0.70% of net assets
Over $1 billion and up to $2 billion	0.65% of net assets
Over $2 billion and up to $3 billion	0.60% of net assets
Over $3 billion	0.55% of net assets
Xxxxxxx & Xxxx Advisors Global Growth Fund
Net Assets	Fee
Up to $1 billion	0.85% of net assets
Over $1 billion and up to $2 billion	0.83% of net assets
Over $2 billion and up to $3 billion	0.80% of net assets
Over $3 billion	0.76% of net assets
Xxxxxxx & Xxxx Advisors High Income Fund
Net Assets	Fee
Up to $500 million	0.625% of net assets
Over $500 million and up to $1 billion	0.60% of net assets
Over $1 billion and up to $1.5 billion	0.55% of net assets
Over $1.5 billion	0.50% of net assets

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Xxxxxxx & Xxxx Advisors Municipal High Income Fund
Net Assets	Fee
Up to $500 million	0.525% of net assets
Over $500 million and up to $1 billion	0.50% of net assets
Over $1 billion and up to $1.5 billion	0.45% of net assets
Over 1.5 billion	0.40% of net assets
Xxxxxxx & Xxxx Advisors New Concepts Fund
Net Assets	Fee
Up to $1 billion	0.85% of net assets
Over $1 billion and up to $2 billion	0.83% of net assets
Over $2 billion and up to $3 billion	0.80% of net assets
Over $3 billion	0.76% of net assets
Xxxxxxx & Xxxx Advisors Science and Technology Fund
Net Assets	Fee
Up to $1 billion	0.85% of net assets
Over $1 billion and up to $2 billion	0.83% of net assets
Over $2 billion and up to $3 billion	0.80% of net assets
Over $3 billion	0.76% of net assets
Xxxxxxx & Xxxx Advisors Small Cap Fund
Net Assets	Fee
Up to $1 billion	0.85% of net assets
Over $1 billion and up to $2 billion	0.83% of net assets
Over $2 billion and up to $3 billion	0.80% of net assets
Over $3 billion	0.76% of net assets
Xxxxxxx & Xxxx Advisors Vanguard Fund
Net Assets	Fee
Up to $1 billion	0.70% of net assets
Over $1 billion and up to $2 billion	0.65% of net assets
Over $2 billion and up to $3 billion	0.60% of net assets
Over $3 billion	0.55% of net assets
Xxxxxxx & Xxxx Advisors Wilshire Global Allocation Fund
Predecessor Strategy
Net Assets	Fee
Up to $1 billion	0.70% of net assets
Over $1 billion and up to $2 billion	0.65% of net assets
Over $2 billion and up to $3 billion	0.60% of net assets
Over $3 billion	0.55% of net assets

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Successor Strategy
Net Assets	Fee
Up to $500 million	0.06% of net assets
Over $500 million and up to $1 billion	0.05% of net assets
Over $1 billion and up to $2 billion	0.04% of net assets
Over $2 billion	0.03% of net assets

*If the Fund’s net assets are less than $25 million, Xxxxxxx & Xxxx Investment Management Company has agreed to waive the management fee, subject to its right to change or modify this waiver.

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