THIRD AMENDMENT TO AGENCY AGREEMENT
This THIRD AMENDMENT TO AGENCY AGREEMENT (the "Amendment") is made
as of December 1, 1998, between XXXXXX MANAGEMENT CORPORATION, a Michigan
corporation ("Xxxxxx Management"), and XXXXXXX INVESTMENTS, a
Massachusetts business trust (the "Trust"). The Trust and Xxxxxx
Management have previously entered into an Agency Agreement, dated
September 23, 1993 (the "Agreement), pursuant to which Xxxxxx Management
provides certain transfer agent services to the Trust and its investment
portfolios, and Xxxxxx Management is duly registered with the Securities
and Exchange Commission as a transfer agent under the Securities Exchange
Act of 1934, as amended.
The Board of Trustees of the Trust has approved an amendment to the
Agreement to increase the compensation payable to Xxxxxx Management for
such services, and the shareholders of each of the Xxxxxxx Dividend Fund,
Xxxxxxx Growth Fund, Xxxxxxx/Xxxxxx Small-Cap Fund, Xxxxxxx Bulwark Fund,
Xxxxxxx International Fund and Xxxxxxx Utility Fund have duly approved
such amendment at meetings held on December 17 and December 22, 1998.
Accordingly, the parties agree that Section 6 of the Agreement is
hereby amended to read in its entirety as follows:
"6. Compensation and Expenses. As compensation for all services
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rendered and to be rendered by Xxxxxx Management pursuant to this
Agreement, the Trust shall pay to Xxxxxx Management an annual fee
equal to $11.00 for each shareholder account, calculated monthly
based upon 1/12 of such annual amount multiplied by the number of
shareholder accounts on the date of each monthly mailing of
shareholder statements (plus 1/12 of $11.00 for each duplicate
statement mailed), or if no such monthly mailing is to be made, as
of the last day of each calendar month. The Trust will also
reimburse Xxxxxx Management for any direct out-of-pocket expenses
and costs for stationery, postage and supplies and professional fees
used solely in the performance by Xxxxxx Management of its services
as transfer agent and dividend disbursing agent for the Trust. In
addition, the Trust shall pay, on behalf of Xxxxxx Management, or
shall reimburse to Xxxxxx Management, the cost and expenses of any
subcontractor retained by Xxxxxx Management to provide services as
permitted by Section 21(b) hereof, upon presentation by Xxxxxx
Management of a statement showing the amount of such fees and
expenses."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed on behalf of each of them by their duly authorized officers
the date and year first above written.
XXXXXXX INVESTMENTS XXXXXX MANAGEMENT CORPORATION
By: /S/ XXXX X. XXXXXXXX By: /S/ XXXX X. XXXXXX
Xxxx X. Xxxxxxxx, Chairman Xxxx X. Xxxxxx, President
