AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of August 1, 2007, is to the Investment Management
Agreement made as of the 30th day of October, 1992 and amended and restated as
of the 6th day of December, 1994 and the 21st day of December, 1995, and amended
the 1st day of June, 2004 and the 1st day of July, 2006 (the "Agreement"), by
and between Xxxxxxxxx Global Advisors Limited, a U.S. registered investment
adviser and a Bahamian corporation (the "Manager"), and Xxxxxxxxx Growth Fund,
Inc. (the "Fund").
WITNESSETH:
WHEREAS, both the Manager and the Fund wish to amend Paragraph 4 of the
Agreement; and
WHEREAS, the Board of Directors of the Fund, including a majority of the
Independent Directors of the Fund present in person, approved the following
amendment at a meeting called for such purpose on July 18, 2007.
NOW, THEREFORE,
in consideration of the foregoing premises, the parties hereto agree as follows:
The Fund agrees to pay to the Manager a monthly fee in dollars, at the
annual rate of the Fund's daily net assets, as listed below, payable at the end
of each calendar month:
0.630%, up to and including $1 billion
0.615% over $1 billion, up to and including $5 billion
0.600% over $5 billion, up to and including $10 billion
0.580% over $10 billion, up to and including $15 billion
0.560% over $15 billion, up to and including $20 billion
0.540% over $20 billion, up to and including $25 billion
0.530% over $25 billion, up to and including $30 billion
0.520% over $30 billion, up to and including $35 billion
0.510% over $35 billion, up to and including $40 billion
0.500% over $40 billion, up to and including $45 billion
0.490% over $45 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX GLOBAL ADVISORS LIMITED
By: /s/XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President
XXXXXXXXX GROWTH FUND, INC.
By: /s/XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Executive Officer -Finance and Administration
