EX-99.h(4)
AMENDMENT TO ADMINISTRATION AGREEMENT
AMENDMENT TO ADMINISTRATION AGREEMENT, effective as of December 31,
2005, by and between XXXXXX XXXX INVESTMENT FUNDS, a business trust established
under the laws of the Commonwealth of Massachusetts (the "Fund"), and INVESTORS
BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank entered into an Administration Agreement
dated December 28, 1999, as amended from time to time (the "Administration
Agreement"); and
WHEREAS, the Fund and Bank desire to amend the Administration Agreement
as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments.
(a) The Administration Agreement is hereby amended by inserting the
following new Section 5(c):
(c) In the case of the following transactions, not in the ordinary
course of business, namely, the merger of a series of the Fund
into or the consolidation of a series of the Fund with another
investment company or series thereof, the sale by a series of the
Fund of all, or substantially all, of its assets to another
investment company or series thereof, or the liquidation or
dissolution of a series of the Fund and distribution of its
assets, upon the payment of the fees, disbursements and expenses
of the Bank through the then remaining term of this Agreement and
the payment of any expenses or other payments to or on behalf of
the Fund, the Bank will complete all actions reasonably necessary
to implement such merger, consolidation, or sale upon the order of
the Fund set forth in an Officers' Certificate, accompanied by a
certified copy of a resolution of the Board authorizing any of the
foregoing transactions. Upon completion of such actions and the
payment of all such fees, disbursements and expenses of the Bank,
this Agreement will terminate and the Bank and the Funds shall be
released from any and all obligations hereunder, provided however
that each party's responsibilities hereunder pursuant to Section 6
shall continue with respect to any actions or omissions occurring
prior to such termination.
(b) Section 7(a) of the Administration Agreement is hereby amended by
deleting the lead in paragraph of such Section 7(a) in its entirety and by
inserting in lieu thereof, the following:
(a) The term of this Agreement shall run from the date hereof
through and including December 31, 2010 (the "Initial Term"),
unless earlier terminated as provided herein. After the expiration
of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety days
prior to the expiration of any Renewal Term, as the case may be.
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(c) The Administration Agreement is hereby amended by inserting the
following new Section 11:
11. Sarbanes Oxley and Rule 38a-1 Compliance
The Bank agrees to assist the Fund and the Fund's
Officers, which shall include the Chief Compliance Officer
("CCO"), in complying with the Fund's obligations under Sarbanes
Oxley and Rule 38a-1 under the 1940 Act ("Rule 38a-1"), including
but not limited to: (a) periodically providing the Fund with
information reasonably requested by the Fund's Officers and/or CCO
about, and any available independent third-party reports on, the
Bank's Rule 38a-1 compliance program ("Bank's Compliance
Program"); (b) reporting any material deficiencies in the Bank's
Compliance Program or the Bank's controls and procedures relating
to the preparation of the Fund's financial statements to the
Fund's Officers and/or CCO within a reasonable time period,
provided that the Fund's Officers and/or CCO would be notified
promptly of any material deficiencies in the Bank's Compliance
Program or the Bank's controls and procedures relating to the
preparation of the Fund's financial statements that have effected
the Fund's N-CSR or N-Q filings or have had a material impact on
the Fund; (c) reporting any material changes to the Bank's
Compliance Program or material changes to internal controls
related to financial reporting for clients to the Fund within a
reasonable time period, and (d) providing the Fund with such
periodic certifications regarding the foregoing as may reasonably
be requested by the Fund's Officers and/or CCO, or as required by
law and (e) providing the Fund with a legal or compliance senior
level officer to assist in providing general oversight and
monitoring of the Bank's Compliance Program as a vendor pursuant
to Rule 38 a-1 and serve as a central point of contact and general
liaison to the CCO. In this regard, the Bank shall use reasonable
efforts to make available information, including information on
the Bank's internal controls and procedures, reasonably required
by the Fund's Officers and or CCO to allow the Fund to comply with
the requirements of relevant rules, regulations and guidance
regarding the duties of the Fund, its Officers and its Board of
Trustees.
(d) Appendix A to the Agreement is hereby amended by deleting such
Appendix A in its entirety and inserting in lieu thereof Appendix A as attached
hereto.
(e) Appendix B to the Agreement is hereby amended by deleting such
Appendix B in its entirety and inserting in lieu thereof Appendix B as attached
hereto.
2. MISCELLANEOUS.
a) Except as amended hereby, the Administration Agreement shall
remain in full force and effect.
b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
XXXXXX XXXX INVESTMENT FUNDS
Accepted and approved by: /s/ XXXX XXXXXXXX
-----------------
Print Name: Xxxx Xxxxxxxx
Title: CEO, Xxxxxx Xxxx Investment Funds
Date: 10/18/05
Accepted and approved by: /s/ XXXXX XXXXXX
----------------
Print Name: Xxxxx Xxxxxx
Title: CFO, Xxxxxx Xxxx Investment Funds
Date: 10/18/05
INVESTORS BANK & TRUST COMPANY
Accepted and approved by: /s/ XXXX X. XXXXXXX
--------------------
Print Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Chief Financial Officer
Investors Bank & Trust Company
Date: 10/18/05
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APPENDIX A
PORTFOLIOS
Xxxxxx Xxxx Total Return Bond Fund
Xxxxxx Xxxx International Equity Fund
Xxxxxx Xxxx International Equity Fund II
Xxxxxx Xxxx Global High Yield Bond Fund
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