EXHIBIT 13.2
ORGANIZATIONAL EXPENSES AGREEMENT
HX Funds, Inc., a Maryland corporation (the "Company") and Xxx Xxxxxxx
Capital Management, Inc., a California corporation (the "Adviser"), in
consideration for the engagement by the Adviser as the investment adviser
for the series of the Company set forth on Appendix A hereto (the "Funds")
pursuant to separate agreements, hereby agree as follows:
1. Advancement of Expenses. The Adviser shall pay all of the
organizational expenses of the Funds, including but not limited to initial
fees for registration of the shares of the Funds under applicable law and
fees for services rendered prior to the commencement of the initial public
offering of shares of the Funds, subject to the right to be reimbursed
pursuant to paragraph 2.
2. Reimbursement and Amortization of Expenses. The Funds shall amortize
the organizational expenses over a period of 60 months beginning with the
month in which the Funds commence the initial public offering of shares of
the Funds, and the Funds shall reimburse the Adviser during the period of
such amortization.
3. Limitation on Reimbursement. If the Funds should be liquidated during
such 60-month period prior to the complete amortization of all
organizational expenses, neither the Funds nor the Company shall have any
duty to reimburse the Adviser for organizational expenses unamortized as
of the time of liquidation.
4. Limitation on Redemption of Initial Investment. The Adviser agrees
that, in the event that it or any transferee thereof redeems any
percentage of the Adviser's initial investment in the Funds prior to the
60-month amortization period, the Company is authorized to reduce the
redemption proceeds to cover any unamortized organizational expenses in
the same proportion as the number of initial shares being redeemed bears
to the number of initial shares outstanding at the time of redemption. If,
for any reason, said reduction of redemption proceeds is not in fact made
by the Company in the event of such a redemption, the Adviser agrees to
reimburse the Company immediately for any unamortized organizational
expenses in the proportion stated above.
Dated: November 27, 1995
HX Funds, Inc. HX Capital Management, Inc.
("Company") ("Adviser")
By: /s/ Xxxxxxx XxxXxxxxxx By: /s/ Xxxxxxx XxxXxxxxxx
Xxxxxxx XxxXxxxxxx Xxxxxxx XxxXxxxxxx
Appendix A
to Organizational
Expenses Agreement
Dated November 27, 1995
Micro-Cap Fund
Emerging Growth Fund
Mid-Cap Fund
