EXHIBIT 4(c)
XXXXXXX SMALL CAP GROWTH FUND
A Portfolio of The Xxxxxxx Funds, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May __, 2002
Xxxxxxx Investment Management L.L.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Investment Advisory Agreement Supplement
Dear Sirs:
This will confirm the agreement between The Xxxxxxx Funds,
Inc. (the "Company") and Xxxxxxx Investment Management L.L.C. (the "Investment
Adviser") as follows:
Xxxxxxx Small Cap Growth Fund (the "Portfolio") is a Portfolio
of the Company, which has been organized as a corporation under the laws of the
State of Maryland and is an open-end management investment company. The Company
and the Investment Adviser have entered into an Investment Advisory Agreement,
dated January 1, 1996 (as from time to time amended and supplemented, the
"Investment Advisory Agreement"), pursuant to which the Investment Adviser has
undertaken to provide, or make provision for, certain investment advisory and
management services to the Company identified therein and to provide certain
other services, as more fully set forth therein. Certain capitalized terms used
without definition in this Investment Advisory Agreement Supplement have the
meaning specified in the Investment Advisory Agreement.
The Company agrees with the Investment Adviser as follows:
1. Adoption of Investment Advisory Agreement. The Investment
Advisory Agreement is hereby adopted for the Portfolio. The Portfolio shall be
one of the "Portfolios" referred to in the Investment Advisory Agreement; and
its shares shall be those of one Portfolio of shares of the Company as referred
to therein.
EXHIBIT 4(c)
2. Payment of Fees. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Investment Adviser as
provided in the Investment Advisory Agreement and herein, the Portfolio shall
pay the Investment Adviser a monthly fee on the first business day of each
month, based upon the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset value per share)
of the net assets of the Portfolio during the preceding month, at the annual
rate of 1.25% of such net assets except as may be modified by Paragraph 5 of the
Investment Advisory Agreement.
If the foregoing correctly sets forth the agreement between
the Fund and the Investment Adviser, please so indicate by signing and returning
to the Company the enclosed copy hereof.
Very truly yours,
XXXXXXX SMALL CAP GROWTH FUND
A Portfolio of The Xxxxxxx Funds, Inc.
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Name:
Title:
The foregoing Agreement is hereby agreed to as of the date hereof:
XXXXXXX INVESTMENT MANAGEMENT L.L.C.
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Name:
Title:
