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Exhibit 99.B5.2
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Amendment dated as of January 1, 1999 to the Management Agreement dated
February 15, 1994 (the "Agreement") between Xxxxxxx Mutual Funds Trust (the
"Trust"), on behalf of the Xxxxxxx Opportunity Fund and the Xxxxxxx Municipal
Income Fund (the "Funds"), and Xxxxxxx Investment Counsel, Inc. (the "Adviser").
RECITALS
A. The Agreement authorizes the payment of a monthly management fee
equal to an annual rate of 1.30% of the Xxxxxxx Opportunity Fund's average value
of its daily net assets and 1.15% of the Xxxxxxx Municipal Income Fund's average
value of its daily net assets.
B. At various times since the inception of the Funds, the Adviser has
voluntarily waived a portion of its fees.
C. The Adviser has made a permanent reduction of its fees and desires
to extend the period of time during which temporary reductions are in place
and the Trust has agreed to accept such reductions.
NOW THEREFORE, it is agreed that:
1. Effective immediately, the first paragraph of Section 3 of the
Agreement is replaced in its entirety with the following:
For all services to be rendered and payments to be made as provided in
the Agreement, as of the last day of each month, the Xxxxxxx
Opportunity Fund and the Xxxxxxx Municipal Income Fund will each pay
you a fee at an annual rate of 1.00% of the average value of its daily
net assets.
2. Effective immediately and through April 30, 2002, the Adviser shall
reduce its fee for the Xxxxxxx Opportunity Fund by 0.05%, resulting in a fee at
the annual rate of 0.95% of the Fund's average value of its daily net assets and
shall reduce its fee for the Xxxxxxx Municipal Income Fund by 0.35%, resulting
in a fee at the annual rate of 0.65% of the Fund's average value of its daily
net assets.
3. The Agreement is unchanged in all other respects.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
by their officers designated below, all as of the date first written above.
Attest: XXXXXXX MUTUAL FUNDS
TRUST
By: /s/
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By: /s/ Xxxxx X. Xxxxxxx,
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Secretary Xxxxxxx X. Xxxxxxx, President
Accepted by:
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Attest: XXXXXXX INVESTMENT COUNSEL, INC.
By: /s/ By: /s/
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Xxxxx Xxxxxxx, Secretary Xxxxxxx X. Xxxxxxx, President
