EXHIBIT (D)(7)(C)
AMENDMENT TO
FEE WAIVER AGREEMENT
AMENDMENT to FEE WAIVER AGREEMENT dated as of June 14, 2004, between Xxxxx
Xxxxx Mutual Funds Trust (the "Trust"), on behalf of Xxxxx Xxxxx Low Duration
Fund (the "Fund"), and Xxxxx Xxxxx Management ("Xxxxx Xxxxx").
WHEREAS, the Trust, on behalf of the Fund, has entered into an Investment
Advisory and Administrative Agreement ("Advisory/Administrative Agreement") with
Xxxxx Xxxxx; and
WHEREAS, the Advisory/Administrative Agreement provides that Xxxxx Xxxxx
shall be entitled to receive an asset-based fee payable at a rate equal to 0.15%
of the average daily net assets per annum of the Fund ("Advisory/Administration
Fee"); and
WHEREAS, Xxxxx Xxxxx has previously offered to waive said fee in its
entirety, and the Trust, on behalf of the Fund, has accepted such waiver; and
WHEREAS, Xxxxx Xxxxx and the Trust memorialized such permanent fee waiver
in that certain Fee Waiver Agreement dated as of April 13, 2004, by and between
the Trust, on behalf of the Fund, and Xxxxx Xxxxx (the "Fee Waiver Agreement");
and
WHEREAS, Xxxxx Xxxxx and the Trust now wish to amend the Fee Waiver
Agreement, such amendment being duly authorized by the Trust's Board of
Trustees;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, receipt of which
is hereby acknowledged, the Trust, on behalf of the Fund, and Xxxxx Xxxxx hereby
amend the Fee Waiver Agreement as follows:
1. Paragraph 2 of the Fee Waiver Agreement is hereby deleted and replaced
in its entirety with the following:
"This Agreement may only be terminated or amended upon the mutual
written consent of the Trust and Xxxxx Xxxxx; provided, however, that
(i) no termination of this Agreement shall be effective unless
approved by the majority vote of those Trustees of the Trust who are
not interested persons of Xxxxx Xxxxx or the Trust (the "Independent
Trustees") and by the vote of a majority of the outstanding voting
securities of the Fund; (ii) no amendment of this Agreement shall be
effective unless approved by the majority vote of the Independent
Trustees; and (iii) no amendment of this Agreement that eliminates or
decreases the fee waiver set forth herein shall be effective unless
approved by the vote of a majority of the outstanding voting
securities of the Fund.
For purposes of this Agreement the term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote, at a
meeting of shareholders of the Fund, of the lesser of (i) 67 per
centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at
the meeting, or (ii) more than 50 per centum of the outstanding shares
of the Fund."
2. Except as otherwise modified herein, all other terms and provisions of
the Fee Waiver Agreement shall remain in full force and effect.
3. This instrument is executed under seal and shall be governed by
Massachusetts law.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth above by a duly authorized officer of each party.
Xxxxx Xxxxx Mutual Funds Trust, on behalf of
Xxxxx Xxxxx Low Duration Fund
By: /s/ Xxxxxx X. Xxxxx, Xx.
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President
Xxxxx Xxxxx Management
By: /s/ Xxxx X. Xxxxxx
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Vice President
