EXHIBIT (D)(5)
AMENDMENT TO SCHEDULE A OF THE INVESTMENT ADVISORY AGREEMENT
DATED APRIL 28, 1996
BETWEEN XXXXXX FUNDS AND XXXXXX INVESTMENT PARTNERS, INC.
Xxxxxx Funds and Xxxxxx Investment Partners, Inc. are parties to an
Investment Advisory Agreement dated April 28, 1996 (the "Investment Advisory
Agreement"). Xxxxxx Funds and Xxxxxx Investment Partners, Inc. wish to clarify
the calculation of the performance fees described in Schedule A to the
Investment Advisory Agreement for the Xxxxxx Concentrated Growth, Technology and
New Enterprise Funds (collectively, the "Funds");
NOW THEREFORE, intending to be legally bound hereby, the parties hereto
agree that the performance fees for the Funds shall be calculated in accordance
with the following schedule and as provided herein:
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HIGHEST /
BASE ADVISORY REQUIRED EXCESS ANNUAL LOWEST POSSIBLE
FUND BENCHMARK FEE PERFORMANCE ADJUSTMENT RATE ADVISORY FEE
---------------------- ---------------------- ---------------- ------------------- ----------------- -----------------
Concentrated Growth
Fund S&P 500 Index 1.10% +/- 2.50% +/- 0.40% 1.50% / 0.70%
---------------------- ---------------------- ---------------- ------------------- ----------------- -----------------
Technology Fund PSE Technology Index 1.10% +/- 2.00% +/- 0.40% 1.50% / 0.70%
---------------------- ---------------------- ---------------- ------------------- ----------------- -----------------
Nasdaq Composite
New Enterprise Fund Index 1.10% +/- 2.50% +/- 0.40% 1.50% / 0.70%
---------------------- ---------------------- ---------------- ------------------- ----------------- -----------------
Each Fund's Base Advisory Fee is accrued daily and paid monthly, based on the
Fund's average net assets during the current month. Each Fund's Annual
Adjustment Rate is determined by comparing the Fund's performance to the
performance of the Fund's benchmark over the current month plus the previous 11
months (the "performance period"). The Fund's Annual Adjustment Rate is then
multiplied by the average net assets of the Fund over the performance period,
which is then multiplied by a fraction, the numerator of which is the number of
days in the current month and the denominator of which is 365 (366 in leap
years). The resulting amount is then added to (in the case of overperformance)
or subtracted from (in the case of underperformance) to the Fund's Base Advisory
Fee.
Because the adjustment to each Fund's Base Advisory Fee is based upon the Fund's
performance compared to the investment record of its benchmark, the controlling
factor as to whether a performance adjustment will be made is not whether the
Fund's performance is up or down per se, but whether it is up or down more or
less than the record of its respective benchmark. The comparative investment
performance of the Fund is based solely on the relevant performance period
without regard to the cumulative performance over a longer or shorter period of
time.
For example, assume that the Concentrated Growth Fund's average net assets over
a one- and 12-month period ending March 31 is $50,000,000, and that it is not a
leap year. The Concentrated Growth Fund's Base Advisory Fee for March is $46,712
($50,000,000 x 1.10%, x 31/365). If the Concentrated Growth Fund outperformed
(or underperformed) the S&P 500 Index by 2.50% or less over this performance
period, then there is no adjustment to the Fund's Base Advisory Fee. If the
Concentrated Growth Fund outperformed (or underperformed) the S&P 500 Index by
more than 2.50% over this performance period, then Xxxxxx Investment Partner
Inc.'s Base Advisory Fees would be increased (or decreased) by $16,986
($50,000,000 x 0.40%, x 31/365).
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Amendment to Schedule A to the Xxxxxx Funds'
Investment Advisory Agreement dated April 28, 1996 effective as of March 31,
2005.
XXXXXX FUNDS XXXXXX INVESTMENT PARTNERS, INC.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxx X. XxXxxxx Name: Xxxxxx X. Xxxxxx
Title: Chief Compliance Officer Title: Chairman and Chief Investment
and Secretary Officer
