FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     FORM OF
                         ASSIGNMENT AND ASSUMPTION AGREEMENT

    THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
__________, 1997, is made by and between Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
("Transferor") and Xxx Xxxxxx American Capital Investment Advisory Corp.
("Transferee") with reference to the following Recitals.

    a.        Transferor serves as the administrator to Xxxxxx Xxxxxxx Fund,
         Inc. (the "Fund") pursuant to an administration agreement with the
         Fund dated __________, 199_, as amended (the "Administration
         Agreement");

    b.        Transferor has agreed to assign all of its rights and delegate
         all of its obligations (the "Assignment") under the Administration
         Agreement to Transferee, as of the date first set forth above; and

    c.        Transferee has agreed, that at the time of the Assignment, to
         assume all rights and obligations of Transferor under the
         Administration Agreement.

    NOW THEREFORE, in consideration of the terms and conditions of the
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

    a.        Transferor hereby grants, sells, conveys, transfers and delivers
         to Transferee all of Transferor's right, title and interest in and to
         the Administration Agreement.

    b.        Transferee hereby assumes and agrees to perform or to pay or
         discharge the obligations and liabilities of Transferor described in
         the Administration Agreement and agrees to be liable to the Fund for
         any default or breach of the Administration Agreement to the extent
         the default or breach occurs on or after the date of execution of this
         Agreement

    c.        This Agreement shall inure to the benefit of and shall be binding
         upon the successors and assigns of the respective parties.  This
         Agreement shall be governed and interpreted in accordance with the law
         of the State of Maryland without reference to the conflicts of laws
         principles of such state.

    This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.




    IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first set forth above.

Transferee:                       Transferor:
Xxx Xxxxxx American Capital       Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
Investment Advisory Corp.

By:                                    By:
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Title:                                 Title:
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Date:                                  Date:
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