LETTER AGREEMENT

Exhibit (h) 1.2

LETTER AGREEMENT

Xxxxxxx Investment Company

000 X Xxxxxx

Xxxxxx, XX 00000

Re: Transfer Agency and Service Agreement

Dear Sirs:

Pursuant to Section 13.1 of the Transfer Agency and Service Agreement between Xxxxxxx Investment Company (“RIC”) and Xxxxxxx Fund Services Company (“RFSC”) dated January 1, 2008, RIC hereby advises you that it is creating Class A Shares, Class C Shares and Class S Shares for the existing Equity I, Equity Q, Equity II, International and Fixed Income III Funds (the “New Classes”). RIC desires RFSC to serve as Transfer Agent with respect to the New Classes pursuant to the terms and conditions of the Transfer Agency and Service Agreement. The fees to be charged by the Transfer Agent in return for its services shall be as set forth on Schedule 2.1 of the Transfer Agency and Service Agreement.

Please indicate your acceptance to act as Transfer Agent with respect to the New Classes by executing this letter agreement and returning to the undersigned.

Sincerely,

XXXXXXX FUND SERVICES COMPANY

By:

Xxxx X. Xxxxx

President

Accepted this              day of                                              , 2008

XXXXXXX INVESTMENT COMPANY

By:

Xxxx X. Xxxxxxx

Treasurer and Chief Accounting Officer