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EXHIBIT (k)(2)
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FIRST AMENDMENT TO
THE XXXXX FUND, INC.
ADMINISTRATION AGREEMENT
First Amendment, dated as of July 1, 1995, to the Administration
Agreement (the "Administration Agreement") dated as of September 1, 1989, by and
between The Xxxxx Fund, Inc., a Maryland corporation (the "Fund") and
Xxxxx/Xxxxxx Advisers, a New York general partnership (the "Administrator").
WHEREAS, the Fund has retained Xxxxx/Xxxxxx Advisers as the Fund's
administrator pursuant to the Administration Agreement;
WHEREAS, Paragraph 3 of the Administration Agreement provides that the
Fund shall pay the Administrator a fee at the annual rate of .15 of 1% of the
average daily net assets of the Fund during the previous month; and
WHEREAS, the Fund and the Administrator desire to reduce such fee and
amend Paragraph 3 of the Administrator Agreement in the manner described below;
NOW, THEREFORE, in consideration of the foregoing and mutual covenants
herein contained, the parties agree as follows:
1. The first sentence of Paragraph 3 of the Administration Agreement is
hereby deleted in its entirety and shall read as follows:
"As full compensation for the services performed and the facilities furnished by
the Administrator, the Fund shall pay the Administrator a fee at the annual rate
of .13 of 1% of the average daily net assets of the Fund during the previous
month."
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2. Except as amended hereby and expressly hereinabove provided, the
Administration Agreement shall continue in full force and effect, subject to and
in accordance with the provisions of Paragraph 9 of the Administration
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their officers thereunto duly authorized as of the day and
year first above written.
THE XXXXX FUND, INC
By: /s/ Xxxxxx X. Xxxxx
President
XXXXX/XXXXXX ADVISERS
By: Xxxxx Management Corp.,
a partner
By: /s/ Xxxxxx X. Xxxxx
President
By: Xxxxxx Corp., a partner
By: /s/ Xxxxxxxx Xxxxxx
President
