AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
This Amendment to the Investment Management Agreement, dated
as of October 1, 2005, is entered into by and between Xxxxx
Xxxxxx Investment Funds Inc. (the "Company"), on behalf of
its series, Xxxxx Xxxxxx Multiple Discipline Funds
Balanced All Cap Growth and Value Fund (the "Fund") and Xxxxx
Xxxxxx Fund Management LLC (the "Manager").
WHEREAS, the Company, on behalf of the Fund, and the Manager
have entered into an Investment Management Agreement, dated
as of July 16, 2004 (as amended, the "Agreement"). Defined
terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Agreement; and
WHEREAS, the Board of Directors of the Company [and the Fund]
has voted to decrease the compensation payable under the Agreement;
and
WHEREAS, the Company, on behalf of the Fund, and the Manager
desire to amend the Agreement to reflect the decreased advisory fee;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Section 6 of the Agreement is deleted in its entirety and
replaced with the following:
6. Compensation. In consideration of the services
rendered pursuant to this Agreement, the Fund will pay the Manager
on the first business day of each month a fee for the previous month
at an annual rate according to the following schedule:
Average Daily Net Assets Rate of Advisory Fee
First $ 1 billion . . . . . . . . . . . . . . 0.750%
Next $ 1 billion . . . . . . . . . . . . . . . . . . . 0.725%
Next $ 3 billion . . . . . . . . . . . . . . . . . . .0.700%
Next $ 5 billion . . . . . . . . . . . . . . . . . . . 0.675%
Over $10 billion . . . . . . . . . . . . . . . . . . . .0.650%
Upon any termination of this Agreement before the end of a month, the
fee for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall
be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Manager, the value of the
Fund's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the SAI, as from time to time in effect.
2. Except as amended herein, all the provisions of the Agreement
shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Amendment to the Agreement as of
October 1, 2005.
XXXXX XXXXXX FUND MANAGEMENT LLC XXXXX XXXXXX INVESTMENT FUNDS INC
By: ____________________________ By: ____________________________
Name: R. Xxx Xxxxxx Name: R. Xxx Xxxxxx
Title: Chairman, President and Chief Title: Chairman of the Board,President
Executive Officer and Chief Executive Officer
