FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

FORM OF AMENDMENT TO

INVESTMENT MANAGEMENT AGREEMENT

This Amendment dated as of May 1, 2010, is to the Investment Management Agreement made as of the 31st day of March, 2008 (the “Agreement”) by and between Xxxxxxxxx Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”) and Xxxxxxxxx Institutional Funds, on behalf of Emerging Markets Series (the “Fund”).

WITNESSETH:

WHEREAS, both the Manager and the Fund wish to amend Paragraph 4 of the Agreement; and

WHEREAS, the Board of Trustees of the Fund, including a majority of the Independent Trustees of the Fund present in person, approved the following amendment at a meeting called for such purpose on February 23, 2010.

NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree as follows:

The Fund agrees to pay to the Manager a monthly fee in dollars, at the annual rate of the Fund’s daily net assets, as listed below, payable at the end of each calendar month:

1.25%, up to and including $500 million;

1.20% over $500 million, up to and including $5 billion;

1.15% over $5 billion, up to and including $7.5 billion;

1.125% over $7.5 billion, up to and including $10 billion;

1.10% over $10 billion, up to and including $15 billion;

1.05% over $15 billion, up to and including $20 billion; and

1.00% over $20 billion.

IN WITNESS WHEREOF, this Amendment has been executed on behalf of each party as of the date set forth above.

XXXXXXXXX ASSET MANAGEMENT LTD.

By:

Xxxxxxx X. XxXxxxx

Director

XXXXXXXXX INSTITUTIONAL FUNDS

By:

Xxxxxx X. Xxxxxxxx

Vice President and Secretary