AMENDMENT NUMBER ONE TO THE INVESTMENT ADVISORY AGREEMENT

                                                                  EXHIBIT (d)(2)

                              AMENDMENT NUMBER ONE
                                     TO THE
                         INVESTMENT ADVISORY AGREEMENT

This Amendment Number One, dated November 1, 2004, to the Investment Advisory
Agreement, dated February 4, 1999 (the "Agreement"), by and between Xxx Xxxxxx
Equity Trust (the "Trust"), a Delaware statutory trust, on behalf of its series,
Xxx Xxxxxx Small Cap Value Fund (the "Fund"), and Xxx Xxxxxx Asset Management
(the "Advisor," successor in interest of Xxx Xxxxxx Investment Advisory Corp.),
a Delaware statutory trust, hereby amends the terms and conditions of the
Agreement in the manner specified herein.

                              W I T N E S S E T H

WHEREAS, the Board of Trustees of the Trust at a meeting held on September 23,
2004 has approved a reduction in the investment management fee payable by the
Fund to the Adviser; and

WHEREAS, the parties desire to amend and restate Section 2.(a) of the Agreement
relating to the investment management fee.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:

  Section 2.(a) of the Agreement is hereby deleted in its entirety and replaced
with the following:

2.(a) Fee. For the services and facilities described in Section 1, the Fund will
accrue daily and pay to the Adviser at the end of each calendar month an
investment management fee computed based on a fee rate (expressed as a
percentage per annum) applied to the average daily net assets of the Fund as
follows:


          AVERAGE DAILY                 FEE AS A PERCENT PER ANNUM
          NET ASSETS                    OF AVERAGE DAILY NET ASSETS
          ------------------            ---------------------------
          First $500 million                      0.670%
          Next $500 million                       0.645%
          Over $1 million                         0.620%


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.


     XXX XXXXXX EQUITY TRUST on behalf       XXX XXXXXX ASSET MANAGEMENT
     of its series, XXX XXXXXX
     SMALL CAP VALUE FUND

     By:                                     By:
         /s/ Xxxxxx X. Xxxxxxx                   /s/ Xxxxxx X. Xxxx, III
         ---------------------                   -----------------------
          Xxxxxx X. Xxxxxxx                        Xxxxxx X. Xxxx, III
          Executive Vice President                 Managing Director
          and Principal Executive Officer