Exhibit 5(a)(8)
LETTER AGREEMENT
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Introductory Section 1 of the Distribution Agreement between Xxxxx
Xxxxxxx Investment Company ("FRIC") and Xxxxxxx Fund Distributors, Inc., dated
March 7, 1988, FRIC advises you that it is creating five new Funds, each
consisting of Class S Shares and Class C Shares (each, a "Class"), with the
following names Tax-Managed Equity Aggressive Strategy Fund, Tax-Managed
Aggressive Strategy Fund, Tax-Managed Moderate Strategy Fund, Tax-Managed
Conservative Strategy Fund and Tax-Managed Small Cap Fund (the "New Funds") and
is creating a new Class C Equity T Fund (of the Tax-Managed Large Cap Fund).
FRIC desires Xxxxxxx Fund Distributors, Inc. to serve as Distributor with
respect to the Shares of each Class of each of the New Funds and of Class C of
the Tax-Managed Large Cap Fund pursuant to the terms and conditions of the
Distribution Agreement. The fees to be charged the Fund in return for the
Distributor's services are the same as in the Distribution Agreement.
Please indicate your acceptance to act as Distributor with respect to each Class
of the New Funds and of Class C of the Tax-Managed Large Cap Fund by executing
the acceptance copy of this letter agreement and returning it to the
undersigned.
Sincerely,
XXXXX XXXXXXX INVESTMENT COMPANY
By:
Xxxx X. Xxxxxxxx
President
Accepted this day of , 1999
XXXXXXX FUND DISTRIBUTORS, INC.
By:
Xxxx X. Xxxxxxx
President