Exhibit (d)5
AMENDMENT TO INVESTMENT ADVISORY AGREEMENTS
BETWEEN XXXXX STREET FUNDS, INC. AND XXXXX STREET ADVISORS, LLC
DATED JUNE 7, 1999 AND JANUARY 31, 2003
WHEREAS, that Xxxxx Street Funds, Inc. ("MSF") and Xxxxx Street Advisors,
LLC ("MSA") are parties to Investment Advisory Agreements dated June 7, 1999 for
the Index 400 Stock Fund and January 31, 2003 for the Index 500 Stock Fund
(collectively "Investment Advisory Agreements").
WHEREAS, that MSA desires to reduce the compensation it receives under the
Investment Advisory Agreements and MSF desires to accept the reduction in such
compensation.
WHEREAS, that MSA will not reduce the quality or quantity of its services,
and its obligations will remain the same in all respects under the Investment
Advisory Agreements.
NOW, THEREFORE, it is mutually agreed as follows:
1. Paragraph 3 of the Investment Advisory Agreement dated June 7, 1999
shall be amended as follows:
Fund Fee
---- ---
Index 400 Stock 0.25%
2. Paragraph 3 of the Investment Advisory Agreement dated January 31, 2003
shall be amended as follows:
Fund Fee
---- ---
Index 500 Stock 0.25%
3. This Amendment to the Investment Advisory Agreements authorizing the
reduction in compensation paid to MSA shall be effective on the effective date
of the next regularly scheduled Post-Effective Amendment to the MSF's
Registration Statement on Form N-1A.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
21st day of May, 2004.
Attest: XXXXX STREET FUNDS, INC.
/s/ XXXXXXX X. XXXXXXXX By: /s/ XXXX X. XXXX
------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary Xxxx X. Xxxx, President
Attest: XXXXX STREET ADVISORS, LLC
/s/ XXXXXX X. XXXXXX By: /s/ XXXX X. XXXX
------------------------------------- ------------------------------------
Xxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxx, President
