AMENDMENT NO. 1
TO
ADMINISTRATIVE SERVICES AGREEMENT
XXXXXX GROWTH AND INCOME FUND
This AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT (the
"Amendment") is made effective as of the 1st day of October, 1999, between
XXXXXX LLC, a Nevada limited liability company, and XXXXXX ONE HUNDRED AND ONE
FUND, INC., a Maryland corporation (the "Fund"), doing business as XXXXXX GROWTH
AND INCOME FUND.
RECITALS
X. Xxxxxx Associates, Inc., and the Fund entered into that certain Amended
and Restated Administrative Services Agreement dated October 1, 1992 (the
"Agreement"), setting forth the terms and conditions under which the Fund has
appointed Xxxxxx Associates, Inc., to provide certain administrative services to
the Fund.
B. Effective September 30, 1999, Xxxxxx Associates, Inc., assigned and
transferred all its rights, interests, duties and obligations, including its
rights, interests, duties and obligations under the Agreement, to its
subsidiary, Xxxxxx LLC, in an assignment and transfer approved by the directors
of the Fund.
X. Xxxxxx LLC and the Fund desire to set forth in this Amendment their
mutual agreement that Xxxxxx LLC will continue to provide the services required
by the Agreement, but without compensation or payment therefor.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. ELIMINATION OF COMPENSATION. Section 2 of the Agreement is hereby
amended in its entirety to read as follows:
"2. For its services under this Agreement, Xxxxxx LLC shall
not be compensated or paid a fee."
2. NO OTHER CHANGES. No changes to the Agreement are intended by the
parties other than the changes reflected in Section 1 of this Amendment, and all
other provisions of the Agreement are hereby confirmed.
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3. GOVERNING LAW. This Amendment shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the Investment Company Act of 1940, as amended. To
the extent that the applicable laws of the State of Colorado conflict with the
applicable provisions of the Investment Company Act of 1940, as amended, the
latter shall control.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date and year first above written.
XXXXXX LLC
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
XXXXXX ONE HUNDRED AND ONE FUND, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
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