Exhibit 5.4
_____________, 199_
Xxxxxxxx-Xxxxxxxxx Mutual Funds
000 Xxxx Xxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Xxxxxxxx-Xxxxxxxxx Capital Management
000 Xxxx Xxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This will confirm our agreement that the Investment Advisory Agreement
between us dated ___________, 1997 is hereby amended by adding thereto the
series set forth on Exhibit A as Funds thereunder. The annual advisory fee with
respect to each such Fund shall be as set forth on Exhibit A.
In all other respects, the Investment Advisory Agreement will remain
in full force and effect. Please sign this letter below to confirm your
agreement with this amendment.
Very truly yours,
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X. Xxxxx Xxxxx, Xx.
Secretary
AGREED:
Xxxxxxxx-Xxxxxxxxx Capital Management
By: Xxxxxxxx-Xxxxxxxxx Capital Management
Holdings, L.P., its General Partner
By: Xxxxxxxx-Xxxxxxxxx Capital Management
Holdings, Inc., its General Partner
By:
------------------------
X. Xxxxx Xxxxx, Xx.
Secretary
EXHIBIT A
XXXXXXXX-XXXXXXXXX CORE GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX LARGE CAP GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX MINI CAP GROWTH FUND: 1.25% of the Fund's average net assets.
XXXXXXXX-XXXXXXXXX EMERGING GROWTH FUND: 1.00% of the Fund's average net assets.
XXXXXXXX-XXXXXXXXX INCOME & GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX BALANCED GROWTH FUND: 0.75% of the first $500 million of the
Fund's average net assets, 0.675% of the next $500 million of net assets, and
0.65% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX WORLDWIDE GROWTH FUND: 1.00% of the first $500 million of the
Fund's average net assets, .90% of the next $500 million of net assets, and .85%
of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX INTERNATIONAL GROWTH FUND: 1.00% of the first $500 million of
the Fund's average net assets, 0.90% of the next $500 million of net assets, and
0.80% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX EMERGING COUNTRIES FUND: 1.25% of the Fund's average net
assets.
XXXXXXXX-XXXXXXXXX GLOBAL GROWTH & INCOME FUND: .85% of the Fund's average net
assets.
XXXXXXXX-XXXXXXXXX INTERNATIONAL SMALL CAP GROWTH FUND: 1.00% of the first $500
million of the Fund's average net assets, .90% of the next $500 million of net
assets, and .85% of net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX MONEY MARKET FUND: .25% of the first $500 million of the
Fund's average net assets, and .2275% of net assets in excess of $500 million.
XXXXXXXX-XXXXXXXXX VALUE FUND: 0.75% of the first $500 million of the Fund's
average net assets, 0.675% of the next $500 million of net assets, and 0.65% of
net assets in excess of $1 billion.
XXXXXXXX-XXXXXXXXX HIGH YIELD BOND FUND: 0.60% of the Fund's average net assets.
XXXXXXXX-XXXXXXXXX STRATEGIC INCOME FUND: 0.60% of the Fund's average net
assets.
XXXXXXXX-XXXXXXXXX SHORT-INTERMEDIATE FIXED INCOME FUND: 0.30% of the first $250
million of the Fund's average net assets and 0.25% of the net assets in excess
of $250 million.
XXXXXXXX-XXXXXXXXX FULLY DISCRETIONARY FIXED INCOME FUND: 0.45% of the first
$500 million of the Fund's average net assets, 0.40% of the next $250 million of
net assets, and 0.35% of net assets in excess of $750 million.
