EXHIBIT 4(b)
FEE WAIVER AGREEMENT
This Fee Waiver Agreement (the "Agreement") is made as of the 20th day of
January 2005, between The Xxxxxxx Funds, Inc., a Maryland corporation (the
"Fund") and Xxxxxxx Investment Management L.L.C. (the "Adviser").
WHEREAS, the Adviser has entered into a Restated Investment Advisory
Agreement with the Fund, dated October 21, 2004 (the "Advisory Agreement"),
pursuant to which the Adviser provides investment advisory services to the Fund,
and for which it is compensated based on the average daily net assets of each
Portfolio of the Fund; and
WHEREAS, the Fund and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to have the Adviser
waive a portion of its fee due under the Advisory Agreement as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver by the Adviser. The Adviser agrees to waive its fee for,
and to reimburse expenses of, the Fund in an amount that operates to
limit annual operating expenses of Xxxxxxx Aggressive Growth Fund
and Xxxxxxx Small Cap Growth Fund to not more than 2.50% of average
daily net assets.
2. Assignment. No assignment of this Agreement shall be made by the
Adviser without the prior consent of the Fund.
3. Duration and Termination. This Agreement shall be effective for the
period from January 1, 2005 through December 31, 2005, and shall
continue in effect from year to year thereafter only upon mutual
agreement of the Fund and the Adviser. This Agreement shall
automatically terminate upon the termination of the Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
THE XXXXXXX FUNDS, INC. XXXXXXX INVESTMENT MANAGEMENT L.L.C.
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By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxxxx
Title: Treasurer and Secretary Title: President
