EXHIBIT 23(h)-34
December 31, 2001
Xxxxxx Institutional Products Trust
000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
As you know, Section 4 of our Investment Advisory Agreement,
dated December 31, 2001 (the "Agreement"), provides for compensation to Xxxxxx
LLC ("Xxxxxx") with respect to the series of the Trust known as the Xxxxxx
IPT-Large Cap Value Fund (the "Fund"). Xxxxxx hereby agrees to waive all or a
portion of its fee under the Agreement and further to reimburse the Fund for
expenses as follows:
In the event the normal operating expenses of the Fund,
including amounts payable to Xxxxxx pursuant to Section 4 of
the Agreement, for any fiscal year ending on a date on which
the Agreement is in effect, exceed 0.95% of the Fund's average
daily net assets, Xxxxxx shall reduce its advisory fee due
from the Fund by the amount of such excess; provided, however,
there shall be excluded from such expenses the amount of any
interest, taxes, brokerage commissions and extraordinary
expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification
related thereto) paid or payable by the Fund. Whenever the
expenses of the Fund exceed a pro rata portion of the
applicable annual expense limitation, the estimated amount of
the reimbursement under such limitation shall be applicable as
an offset against the monthly payment of the fee due to
Xxxxxx.
If after Xxxxxx has waived its entire advisory fee as
provided, the Fund's normal operating expenses still exceed
the limit specified above, Xxxxxx shall reimburse the Fund to
the extent of such excess expenses.
This waiver shall take effect as of the date first written
above and shall continue in effect for an initial term ending December 31, 2002,
and shall continue thereafter for one year terms unless terminated as described
below. This waiver may be terminated: (i) by the Trust at any time upon written
notice to Xxxxxx; or (ii) by Xxxxxx upon written notice to the Fund 30 days
prior to the
end of any term. In addition, this waiver shall terminate automatically upon the
termination of the Agreement.
This waiver is applicable only to that series of the Trust
known as Xxxxxx IPT-Large Cap Value Fund and shall not be applicable to any
other series of the Trust, whether now existing or hereafter created.
If you are in agreement with the terms set forth herein,
please sign and date below, as further acknowledgement that this constitutes an
enforceable contract between us.
Very truly yours,
XXXXXX LLC
By:
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Xxxx X. Xxxxxxxx
President
Xxxxxx to and accepted as of the 31st day of December, 2001:
XXXXXX INSTITUTIONAL PRODUCTS TRUST,
On behalf of its series XXXXXX IPT-LARGE CAP VALUE FUND
By:
-------------------------
Xxxx X. Xxxxxxxx
President
