EXHIBIT (h)(36)
FIFTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
This Fifth Amendment to Securities Lending Agency Agreement is dated as of
February 6, 2004 by and between Xxxxxxxx-Xxxxxxxxx Institutional Funds, an
open-end investment company (the "Fund") acting on behalf of each of the
portfolios listed on the attached Appendix A (each a "Portfolio" and
collectively, the "Portfolios") and Xxxxx Brothers Xxxxxxxx & Co. ("BBH").
Whereas pursuant to a Securities Lending Agency Agreement dated as of
August 1, 2001 by and between BBH and the Fund on behalf of each Portfolio, as
amended to date (the "Agreement"), BBH has been appointed its lending agent for
the purpose of lending securities to approved borrowers on behalf of the Fund
acting on behalf of each Portfolio;
Whereas the Fund has requested, and BBH has agreed, to make certain
modifications to the terms of the Agreement to permit certain new Portfolios to
appoint BBH as their lending agent under the Agreement.
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereby agree to amend the
Agreement as follows:
I. AMENDMENT TO THE AGREEMENT
The Agreement is hereby amended by deleting Appendix A thereto in its
entirety and substituting therefor Appendix A attached hereto.
II. MISCELLANEOUS
1. Other than as amended hereby, all terms and provisions of the Agreement are
hereby ratified and affirmed as of the date hereof and are hereby extended to
give effect to the terms hereof.
2. By signing below where indicated, the Fund on behalf of each Portfolio
hereby ratifies and affirms each of the representations and warranties set forth
in the Agreement and confirms that each representation and warranty remains true
and correct as of the date hereof.
3. Upon receipt by BBH of a fully executed copy of this Fifth Amendment, this
Fifth Amendment shall be deemed to be executed as an instrument under seal and
governed by such laws as provided in Section 23 of the Agreement. This Fifth
Amendment may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Fifth Amendment.
XXXXX BROTHERS XXXXXXXX & CO.
AS AGENT
By:
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Name:
Title:
XXXXXXXX XXXXXXXXX INSTITUTIONAL FUNDS, on behalf of each
Of the Portfolios listed on the attached Appendix A
AS FUND
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
APPENDIX A
PORTFOLIOS
Xxxxxxxx-Xxxxxxxxx U.S. Convertible Fund
Xxxxxxxx-Xxxxxxxxx Emerging Countries Fund
Xxxxxxxx-Xxxxxxxxx Emerging Markets Opportunities Fund
Xxxxxxxx-Xxxxxxxxx U.S. Emerging Growth Fund
Xxxxxxxx-Xxxxxxxxx Global Select Fund
Xxxxxxxx-Xxxxxxxxx U.S. Mini Cap Growth Fund
Xxxxxxxx-Xxxxxxxxx U.S. High Yield Bond Fund
Xxxxxxxx-Xxxxxxxxx International Growth Fund
Xxxxxxxx-Xxxxxxxxx International Growth Opportunities Fund
Xxxxxxxx-Xxxxxxxxx International Systematic Fund
Xxxxxxxx-Xxxxxxxxx U.S. Large Cap Value Fund
Xxxxxxxx-Xxxxxxxxx U.S. Equity Growth Fund
Xxxxxxxx-Xxxxxxxxx U.S. Large Cap Select Growth Fund
Xxxxxxxx-Xxxxxxxxx U.S. Systematic XXXX Growth Fund
Xxxxxxxx-Xxxxxxxxx U.S. Small Cap Value Fund
