Amendment No.1 to Advisory Agreement
------------------------------------
Amendment No. 1 dated December 1, 1996 to the Advisory Agreement (the
"Agreement") dated August 30, 1996 by and between Xxxxxx Xxxxxx Funds, a
Massachusetts business trust, on behalf of its International Equity Fund series
(the "Series") and Xxxxxx, Xxxxxx & Company, L.P., a Delaware limited
partnership (the "Adviser"). The Agreement is hereby amended as follows:
Effective January 1, 1997 the annual rate of compensation to be paid to the
Advisor pursuant to Section 7 of the Agreement shall be reduced to 0.75%.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
on the day and year first above written.
XXXXXX XXXXXX FUNDS,
on behalf of its International Equity
Fund series
By:
----------------------------------
Xxxxxx X. Xxxx
President
XXXXXX, XXXXXX & COMPANY, L.P.
By: XXXXXX, XXXXXX & COMPANY,
INC., its general partner
By:
----------------------------------
Name:
Title:
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the
Trust's International Equity Fund series on behalf of the Trust by officers of
the Trust as officers and not individually and that the obligations of or
arising out of this Agreement are not binding upon any of the Trustees, officers
or shareholders individually but are binding only upon the assets and property
belonging to the Series.
