INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______, 2004, by and between Xxxxxxx Funds, Inc., a Maryland corporation (the “Company”), and Xxxxxxx Capital Management, Inc., an Illinois corporation (the “Adviser”).

RECITALS:

WHEREAS, the Company is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company currently consisting of one series, Xxxxxxx Emerging Opportunities Fund (the “Fund”); and

WHEREAS, the Company desires to retain the Adviser, which is an investment adviser registered under the Investment Advisers Act of 1940, as the investment adviser for the Fund.

AGREEMENT:

NOW, THEREFORE, the Company and the Adviser do mutually promise and agree as follows:

1. Employment. The Company will employ the Adviser to manage the investment and reinvestment of the assets of the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts such employment for the compensation herein provided and agrees during such period to render the services and to assume the obligations set forth in this Agreement.

2. Authority of the Adviser. The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the day to day management of the Fund. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. However, one or more members, officers or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the affairs of the Company.

3. Expenses. The Adviser, at its own expense and without reimbursement from shall furnish office space, and all necessary office facilities, executive personnel for managing the investments of the Fund. The not be required to pay any expenses of the Fund except as provided the total expenses borne by the Fund, including the Adviser’s fee fees paid to the Fund’s administrator, but excluding all federal, and local taxes, interest, reimbursement payments to securities lenders dividend and interest payments on securities sold short, brokerage and extraordinary items, in any year exceed that percentage of the asset value of the Fund for such year, as determined by valuations the close of each business day, which is the most restrictive provided by the state laws of the various states in which the shares are qualified for sale. The expenses of the Fund’s by the Fund include by way of illustration and not limitation, paid to those directors who are not officers of the Company, the preparing and printing registration statements required under the Act of 1933, as amended, and the Act, the expense of registering its with the Securities and Exchange Commission and in the various states, printing and distribution cost of prospectuses mailed to existing the cost of stock certificates (if any), director and officer insurance, reports to shareholders, reports to government authorities statements, interest charges, reimbursement payments to securities dividend and interest payments on securities sold short, taxes, salaries of administrative and clerical personnel, association auditing and accounting services, insurance premiums, brokerage expenses connected with the execution of portfolio securities fees and expenses of the custodian of the Fund’s assets, calculating the net asset value and repurchasing and redeeming and mailing expenses, charges and expenses of dividend registrars and stock transfer agents and the cost of keeping shareholder records and accounts. the Company, equipment and Adviser shall herein if and the state for commissions average net made as of percentage Fund’s operations borne directors fees costs of Securities shares the shareholders, liability and proxy lenders for legal expenses, membership dues, and other transactions, expenses of shares, printing disbursing agents, all necessary

The Company shall monitor the Fund’s expense ratio on a monthly basis. If the accrued amount of the expenses of the Fund exceeds the expense limitation established herein, the Fund shall create an account receivable from the Adviser in the amount of such excess. In such a situation the monthly payment of the Adviser’s fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of the Company’s fiscal year if accrued expenses thereafter fall below the expense limitation.

4. Compensation of the Adviser. For the services to be rendered by the Adviser hereunder, the Company through the Fund shall pay to the Adviser an advisory fee, paid monthly, based on the average net assets of the Fund, as determined by valuations made as of the close of each business day of the month. The advisory fee shall be as set forth below:

Compensation (as a % of average daily net assets)

1.25% $0-$100,000,000
1.00% $100,000,001-$200,000,000
0.50% Over $200,000,000

For any month in which this Agreement is not in effect for the entire month, such fee shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee computed upon the average net assets of the business days during which it is so in effect.

5. Ownership of Shares of the Fund. Except in connection with the initial capitalization of the Company, the Adviser shall not take an ownership position in the Fund, and shall not permit any of its members, officers or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase.

6. Exclusivity. The services of the Adviser to the Fund hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others as long as the services hereunder are not impaired thereby. During the period that this Agreement is in effect, the Adviser shall be the Fund’s sole investment adviser.

7. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder, or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Brokerage Commissions. The Adviser may cause the Fund to pay a broker-dealer which provides brokerage and research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the Adviser a commission for effecting a securities transaction in excess of the amount another broker-dealer would have charged for effecting such transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the executing broker-dealer viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion (as defined in Section 3(a)(35) of the Exchange Act).

9. Amendments. This Agreement may be amended by the mutual consent of the parties; provided, however, that in no event may it be amended without the approval of the Board of Directors of the Company in the manner required by the Act, and, if required by the Act, by the vote of the majority of the outstanding voting securities of the Fund, as defined in the Act.

10. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Directors of the Company or by a vote of the majority of the outstanding voting securities of the Fund, as defined in the Act, upon giving written notice sixty (60) calendar days in advance to the Adviser. This Agreement may be terminated by the Adviser at any time upon giving written notice sixty (60) calendar days in advance to the Company. This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a)(4) of the Act). Subject to prior termination as hereinbefore provided, this Agreement shall continue in effect for two (2) years from the date hereof and indefinitely thereafter, but only so long as the continuance after such two (2) year period is specifically approved annually by (i) the Board of Directors of the Company or by the vote of the majority of the outstanding voting securities of the Fund (as defined in the Act) and (ii) the Board of Directors of the Company in the manner required by the Act, provided that any such approval may be made effective not more than sixty (60) calendar days thereafter.

IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed on the day first above written.

	XXXXXXX CAPITAL MANAGEMENT, INC.
	(the "Adviser")
	By: _________________________________________
	Name:______________________________________
	Title:_______________________________________
	XXXXXXX FUNDS, INC.
	(the "Company")
	By: _________________________________________
	Name:______________________________________
	Title:_______________________________________

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INVESTMENT ADVISORY AGREEMENT

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