ARTICLE I

                                                                  Exhibit 14

                            THE XXXXXXXX FUNDS, INC.
                     INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

             The following constitutes an agreement establishing an
   Individual Retirement Account (under Section 408(a) of the Internal
   Revenue Code) between the Depositor and the Custodian.

                                    ARTICLE I

             The Custodian may accept additional cash contributions on behalf
   of the Depositor for a tax year of the Depositor.  The total cash
   contributions are limited to $2,000 for the tax year unless the
   contribution is a rollover contribution described in Section 402(c) (but
   only after December 31, 1992), 403(a)(4), 403(b)(8), 408(d)(3), or an
   employer contribution to a simplified employee pension plan as described
   in Section 408(k).  Rollover contributions before January 1, 1993, include
   rollovers described in Section 402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4),
   403(b)(8), 408(d)(3), or an employer contribution to a simplified employee
   pension plan as described in Section 408(k).

                                   ARTICLE II

             The Depositor's interest in the balance in the custodial account
   is nonforfeitable.

                                   ARTICLE III

             1.   No part of the custodial funds may be invested in life
   insurance contracts, nor may the assets of the custodial account be
   commingled with other property except in a common trust fund or common
   investment fund (within the meaning of Section 408(a)(5)).

             2.   No part of the custodial funds may be invested in
   collectibles (within the meaning of Section 408(m)) except as otherwise
   permitted by Section 408(m)(3) which provides an exception for certain
   gold and silver coins and coins issued under the laws of any state.

                                   ARTICLE IV

             1.   Notwithstanding any provision of this agreement to the
   contrary, the distribution of the Depositor's interest in the custodial
   account shall be made in accordance with the following requirements and
   shall otherwise comply with Section 408(a)(6) and Proposed Regulations
   Section 1.408-8, including the incidental death benefit provisions of
   Proposed Regulations Section 1.401(a)(9)-2, the provisions of which are
   incorporated by reference.

             2.   Unless otherwise elected by the time distributions are
   required to begin to the Depositor under Paragraph 3, or to the surviving
   spouse under Paragraph 4, other than in the case of a life annuity, life
   expectancies shall be recalculated annually.  Such election shall be
   irrevocable as to the Depositor and the surviving spouse and shall apply
   to all subsequent years.  The life expectancy of a nonspouse beneficiary
   may not be recalculated.

             3.   The Depositor's entire interest in the custodial account
   must be, or begin to be, distributed by the Depositor's required beginning
   date, (April 1 following the calendar year end in which the Depositor
   reaches age 70 1/2).  By that date, the Depositor may elect, in a manner
   acceptable to the Custodian, to have the balance in the custodial account
   distributed in:

             (a)  A single sum payment.

             (b)  An annuity contract that provides equal or substantially
   equal monthly, quarterly, or annual payments over the life of the
   Depositor.

             (c)  An annuity contract that provides equal or substantially
   equal monthly, quarterly, or annual payments over the joint and last
   survivor lives of the Depositor and his or her designated beneficiary.

             (d)  Equal or substantially equal annual payments over a
   specified period that may not be longer than the Depositor's life
   expectancy.

             (e)  Equal or substantially equal annual payments over a
   specified period that may not be longer than the joint life and last
   survivor expectancy of the Depositor and his or her designated
   beneficiary.

             4.   If the Depositor dies before his or her entire interest is
   distributed to him or her, the entire remaining interest will be
   distributed as follows:

             (a)  If the Depositor dies on or after distribution of his or
   her interest has begun, distribution must continue to be made in
   accordance with Paragraph 3.

             (b)  If the Depositor dies before distribution of his or her
   interest has begun, the entire remaining interest will, at the election of
   the Depositor or, if the Depositor has not so elected, at the election of
   the beneficiary or beneficiaries, either

             (i)  Be distributed by the December 31 of the year
             containing the fifth anniversary of the Depositor's
             death, or

             (ii) Be distributed in equal or substantially equal
             payments over the life or life expectancy of the
             designated beneficiary or beneficiaries starting by
             December 31 of the year following the year of the
             Depositor's death.  If, however, the beneficiary is
             the Depositor's surviving spouse, then this
             distribution is not required to begin before December
             31 of the year in which the Depositor would have
             turned age 70 1/2.

             (c)  Except where distribution in the form of an annuity meeting
   the requirements of Section 408(b)(3) and its related regulations has
   irrevocably commenced, distributions are treated as having begun on the
   Depositor's required beginning date, even though payments may actually
   have been made before that date.

             (d)  If the Depositor dies before his or her entire interest has
   been distributed and if the beneficiary is other than the surviving
   spouse, no additional cash contributions or rollover contributions may be
   accepted in the account.

             5.   In the case of a distribution over life expectancy in equal
   or substantially equal annual payments, to determine the minimum annual
   payment for each year, divide the Depositor's entire interest in the
   custodial account as of the close of business on December 31 of the
   preceding year by the life expectancy of the Depositor (or the joint life
   and last survivor expectancy of the Depositor and the Depositor's
   designated beneficiary, or the life expectancy of the designated
   beneficiary, whichever applies).  In the case of distributions under
   Paragraph 3, determine the initial life expectancy (or joint life and last
   survivor expectancy) using the attained ages of the Depositor and designed
   beneficiary as of their birthdays in the year the Depositor reaches age 70
   1/2.  In the case of a distribution in accordance with Paragraph 4(b)(ii),
   determine life expectancy using the attained age of the designated
   beneficiary as of the beneficiary's birthday in the year distributions are
   required to commence.

             6.   The owner of two or more individual retirement accounts may
   use the "alternative method" described in Notice 88-38, 1988-1 C.B. 524,
   to satisfy the minimum distribution requirements described above.  This
   method permits an individual to satisfy these requirements by taking from
   one individual retirement account the amount required to satisfy the
   requirement for another.

                                    ARTICLE V

             1.   The Depositor agrees to provide the Custodian with
   information necessary for the Custodian to prepare any reports required
   under Section 408(i) and Regulations Section 1.408-5 and 1.408-6.

             2.   The Custodian agrees to submit reports to the Internal
   Revenue Service and the Depositor prescribed by the Internal Revenue
   Service.

                                   ARTICLE VI

             Notwithstanding any other articles which may be added or
   incorporated, the provisions of Articles I through III and this sentence
   will be controlling.  Any additional articles that are not consistent with
   Section 408(a) and related regulations will be invalid.

                                   ARTICLE VII

             This agreement will be amended from time to time to comply with
   the provisions of the Code and related regulations.  Other amendments may
   be made with the consent of the persons whose signatures appear below.

                                  ARTICLE VIII

             1.   Investment of Account Assets.  (a) All contributions to the
   custodial account shall be invested in the shares of any regulated
   investment company ("Investment Company") for which The Xxxxxxxx
   Management Co., L.P. or The Xxxxxxxx Management Co. II, L.P. serves as
   investment advisor, or any other regulated investment company designated
   by the investment advisor.  Shares of stock of an Investment Company shall
   be referred to as Investment Company Shares."

             (b)  Each contribution to the custodial account shall identify
   the Depositor's account number and be accompanied by a signed statement
   directing the investment of that contribution.  The Custodian may return
   to the Depositor, without liability for interest thereon, any contribution
   which is not accompanied by adequate account identification or an
   appropriate signed statement directing investment of that contribution.

             (c)  Contributions shall be invested in whole and fractional
   Investment Company Shares at the price and in the manner such shares are
   offered to the public.  All distributions received on Investment Company
   Shares held in the custodial account shall be reinvested in like shares. 
   If any distribution of Investment Company Shares may be received in
   additional like shares or in cash or other property, the Custodian shall
   elect to receive such distribution in additional like Investment Company
   Shares.

             (d)  All Investment Company Shares acquired by the Custodian
   shall be registered in the name of the Custodian or its nominee.  The
   Depositor shall be the beneficial owner of all Investment Company Shares
   held in the custodial account and the Custodian shall not vote any such
   shares, except upon written direction of the Depositor.  The Custodian
   agrees to forward to the Depositor each prospectus, report, notice, proxy
   and related proxy soliciting materials applicable to Investment Company
   Shares held in the custodial account received by the Custodian.

             (e)  The Depositor may, at any time, by written notice to the
   Custodian, redeem any number of shares held in the custodial account and
   reinvest the proceeds in the shares of any other Investment Company.  Such
   redemptions and reinvestments shall be done at the price and in the manner
   such shares are then being redeemed or offered by the respective
   Investment Companies.

             2.   Amendment and Termination.  (a)  The Custodian may amend
   the Custodial Account (including retroactive amendments) by delivering to
   the Depositor written notice of such amendment setting forth the substance
   and effective date of the amendment.  The Depositor shall be deemed to
   have consented to any such amendment not objected to in writing by the
   Depositor within thirty (30) days of receipt of the notice, provided that
   no amendment shall cause or permit any part of the assets of the custodial
   account to be diverted to purposes other than for the exclusive benefit of
   the Depositor or his or her beneficiaries.  

             (b)  The Depositor may terminate the custodial account at any
   time by delivering to the Custodian a written notice of such termination.

             (c)  The custodial account shall automatically terminate upon
   distribution to the Depositor or his or her beneficiaries of its entire
   balance.

             3.   Taxes and Custodial Fees.  Any income taxes or other taxes
   levied or assessed upon or in respect of the assets or income of the
   custodial account and any transfer taxes incurred shall be paid from the
   custodial account.  All administrative expenses incurred by the Custodian
   in the performance of its duties, including fees for legal services
   rendered to the Custodian, and the Custodian's compensation shall be paid
   from the custodial account, unless otherwise paid by the Depositor or his
   or her beneficiaries.

             The Custodian's fees are set forth in a schedule provided to the
   Depositor.  Extraordinary charges resulting from unusual administrative
   responsibilities not contemplated by the schedule will be subject to such
   additional charges as will reasonably compensate the Custodian.  Fees for
   refund of excess contributions, transferring to a successor trustee or
   custodian, or redemption/reinvestment of Investment Company Shares will be
   deducted from the refund or redemption proceeds and the remaining balance
   will be remitted to the Depositor, or reinvested or transferred in
   accordance with the Depositor's instructions.

             4.   Reports and Notices.  (a)  The Custodian shall keep
   adequate records of transactions it is required to perform hereunder. 
   After the close of each calendar year, the Custodian shall provide to the
   Depositor or his or her legal representative a written report or reports
   reflecting the transactions effected by it during such year and the assets
   and liabilities of the Custodial Account at the close of the year.

             (b)  All communications or notices shall be deemed to be given
   upon receipt by the Custodian at The Xxxxxxxx Funds, Inc., c/o Firstar
   Trust Company, Mutual Fund Services, 000 Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx,
   X.X. Box 701, Milwaukee, WI  53201-0701, or the Depositor at his most
   recent address shown in the Custodian's records.  The Depositor agrees to
   advise the Custodian promptly, in writing, of any change of address.

             5.   Designation of Beneficiary.  The Depositor may designate a
   beneficiary or beneficiaries to receive benefits from the custodial
   account in the event of the Depositor's death.  In the event the Depositor
   has not designated a beneficiary, or if all beneficiaries shall predecease
   the Depositor, the following persons shall take in the order named:

             (a)  The spouse of the Depositor;

             (b)  If the spouse shall predecease the Depositor or if the
   Depositor does not have a spouse, then to the personal representative of
   the Depositor's estate.

             6.   Multiple  Individual Retirement Accounts.  In the event the
   Depositor maintains more than one individual retirement account (as
   defined in Section 408(a)) and elects to satisfy his or her minimum
   distribution requirements described in Article IV above by making a
   distribution for another individual retirement account in accordance with
   Paragraph 6 thereof, the Depositor shall be deemed to have elected to
   calculate the amount of his or her minimum distribution under this
   custodial account in the same manner as under the individual retirement
   account from which the distribution is made.

             7.   Inalienability of Benefits.  The benefits provided under
   this custodial account shall not be subject to alienation, assignment,
   garnishment, attachment, execution or levy of any kind and any attempt to
   cause such benefits to be so subjected shall not be recognized except to
   the extent as may be required by law.

             8.   Rollover Contributions and Transfers.  The Custodian shall
   have the right to receive rollover contributions and to receive direct
   transfers from other custodians or trustees.  All contributions must be
   made in cash or check.

             9.   Conflict in Provisions.  To the extent that any provisions
   of this Article VIII shall conflict with the provisions of Articles IV, V
   and/or VII, the provisions of this Article VIII shall govern.

             10.  Applicable State Law.  This custodial account shall be
   construed, administered and enforced according to the laws of the State of
   Wisconsin.

   

                            THE XXXXXXXX FUNDS, INC.
                  XXXX INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

             The following constitutes an agreement establishing a Xxxx XXX
   (under Section 408A of the Internal Revenue Code) between the depositor
   and the custodian.

                                    ARTICLE I

        1.   If this Xxxx XXX is not designated as a Xxxx Conversion IRA,
   then, except in the case of a rollover contribution described in section
   408A(e), the custodian will accept only cash contributions and only up to
   a maximum amount of $2,000 for any tax year of the depositor.

        2.   If this Xxxx XXX is designated as a Xxxx Conversion IRA, no
   contributions other than IRA Conversion Contributions made during the same
   tax year will be accepted.

                                   ARTICLE II

                The $2,000 limit described in Article I is gradually reduced
   to $0 between certain levels of adjusted gross income (AGI).  For a single
   depositor, the $2,000 annual contribution is phased out between AGI of
   $95,000 and $110,000; for a married depositor who files jointly, between
   AGI of $150,000 and $160,000; and for a married depositor who files
   separately, between $0 and $10,000. In the case of a conversion, the
   custodian will not accept IRA Conversion Contributions in a tax year if
   the depositor's AGI for that tax year exceeds $100,000 or if the depositor
   is married and files a separate return.  Adjusted gross income is defined
   in section 408A(c)(3) and does not include IRA Conversion Contributions.

                                   ARTICLE III

             The depositor's interest in the balance in the custodial account
   if nonforfeitable.

                                   ARTICLE IV

        1.   No part of the custodial funds may be invested in life insurance
   contracts, nor may the assets of the custodial account be commingled with
   other property except in a common trust fund or common investment fund
   (within the meaning of section 408(a)(5)).

        2.   No part of the custodial funds may be invested in collectibles
   (within the meaning of section 408(m) except as otherwise permitted by
   section 408(m)(3), which provides an exception for certain gold, silver,
   and platinum coins, coins issued under the laws of any state, and certain
   bullion.

                                    ARTICLE V

        1.   If the depositor dies before his or her entire interest is
   distributed to him or her and the grantor's surviving spouse is not the
   sole beneficiary, the entire remaining interest will, at the election of
   the depositor or, if the depositor has not so elected, at the election of
   the beneficiary or beneficiaries, either.

          (a) Be distributed by December 31 of the year containing the fifth
   anniversary of the depositor's death, or

          (b) Be distributed over the life expectancy of the designated
   beneficiary starting no later than December 31 of the year following the
   year of the depositor's death.

          If distributions do not begin by the date described in (b),
   distribution method (a) will apply.

        2.   In the case of distribution method 1.(b) above, to determine the
   minimum annual payment for each year, divide the grantor's entire interest
   in the trust as of the close of business on December 31 of the preceding
   year by the life expectancy of the designated beneficiary using the
   attained age of the designated beneficiary as of the beneficiary's
   birthday in the year distributions are required to commence and subtract 1
   for each subsequent year.

        3.   If the depositor's spouse is the sole beneficiary on the
   depositor's date of death, such spouse will then be treated as the
   depositor.

                                   ARTICLE VI

        1.   The depositor agrees to provide the custodian with information
   necessary for the custodian to prepare any reports required under section
   408(i) and 408A(d)(3)(E), regulations sections 1.408-5 and 1.408-6, and
   under guidance published by the Internal Revenue Service.

        2.   The custodian agrees to submit reports to the Internal Revenue
   Service and the depositor prescribed by the Internal Revenue Service.

                                   ARTICLE VII

             Notwithstanding any other articles which may be added or
   incorporated, the provisions of Articles I through IV and this sentence
   will be controlling.  Any additional articles that are not consistent with
   section 408A, the related regulations, and other published guidance will
   be invalid.

                                  ARTICLE VIII

             This Agreement will be amended from time to time to comply with
   the provisions of the Code, related regulations, and other published
   guidance.  Other amendments may be made with the consent of the persons
   whose signatures appear below.

                                   ARTICLE IX

        1.   Investment of Account Assets.  (a) All contributions to the
   custodial account shall be invested in the shares of any regulated
   investment company ("Investment Company") for which The Xxxxxxxx
   Management Co. L.P. or The Xxxxxxxx Management Co. II, L.P. serves as
   investment advisor, or any other regulated investment company designated
   by the investment advisor.  Shares of stock of an Investment Company shall
   be referred to as "Investment Company Shares."

        (b)  Each contribution to the custodial account shall identify the
   depositor's account number and be accompanied by a signed statement
   directing the investment of that contribution.  The custodian may return
   to the depositor, without liability for interest thereon, any contribution
   which is not accompanied by adequate account identification or an
   appropriate signed statement directing investment of that contribution.

        (c)  Contributions shall be invested in whole and fractional
   Investment Company Shares at the price and in the manner such shares are
   offered to the public.  All distributions received on Investment Company
   Shares held in the custodial account shall be reinvested in like shares. 
   If any distribution of Investment Company Shares may be received in
   additional like shares or in cash or other property, the custodian shall
   elect to receive such distribution in additional like Investment Company
   Shares.

        (d)  All Investment Company Shares acquired by the custodian shall be
   registered in the name of the custodian or its nominee.  The depositor
   shall be the beneficial owner of all Investment Company Shares held in the
   custodial account and the custodian shall not vote any such shares, except
   upon written direction of the depositor.  The custodian agrees to forward
   to the depositor each prospectus, report, notice, proxy and related proxy
   soliciting materials applicable to Investment Company Shares held in the
   custodial account received by the custodian.

        (e)  The depositor may, at any time, by written notice to the
   custodian, redeem any number of shares held in the custodial account and
   reinvest the proceeds in the shares of any other Investment Company.  Such
   redemptions and reinvestments shall be done at the price and in the manner
   such shares are then being redeemed or offered by the respective
   Investment Companies.

        2.   Amendment and Termination.  (a)  The custodian may amend the
   Custodial Account (including retroactive amendments) by delivering to the
   depositor written notice of such amendment setting forth the substance and
   effective date of the amendment.  The depositor shall be deemed to have
   consented to any such amendment not objected to in writing by the
   depositor within thirty (30) days of receipt of the notice, provided that
   no amendment shall cause or permit any part of the assets of the custodial
   account to be diverted to purposes other than for the exclusive benefit of
   the depositor or his or her beneficiaries.  

        (b)  The depositor may terminate the custodial account at any time by
   delivering to the custodian a written notice of such termination.

        (c)  The custodial account shall automatically terminate upon
   distribution to the depositor or his or her beneficiaries of its entire
   balance.

        3.   Taxes and Custodial Fees.  Any income taxes or other taxes
   levied or assessed upon or in respect of the assets or income of the
   custodial account and any transfer taxes incurred shall be paid from the
   custodial account.  All administrative expenses incurred by the custodian
   in the performance of its duties, including fees for legal services
   rendered to the custodian, and the custodian's compensation shall be paid
   from the custodial account, unless otherwise paid by the depositor or his
   or her beneficiaries.

             The custodian's fees are set forth in a schedule provided to the
   depositor.  Extraordinary charges resulting from unusual administrative
   responsibilities not contemplated by the schedule will be subject to such
   additional charges as will reasonably compensate the custodian.  Fees for
   refund of excess contributions, transferring to a successor trustee or
   custodian, or redemption/reinvestment of Investment Company Shares will be
   deducted from the refund or redemption proceeds and the remaining balance
   will be remitted to the depositor, or reinvested or transferred in
   accordance with the depositor's instructions.

        4.   Reports and Notices.  (a) The custodian shall keep adequate
   records of transactions it is required to perform hereunder.  After the
   close of each calendar year, the custodian shall provide to the depositor
   or his or her legal representative a written report or reports reflecting
   the transactions effected by it during such year and the assets and
   liabilities of the Custodial Account at the close of the year.

        (b)  All communications or notices shall be deemed to be given upon
   receipt by the custodian at The Xxxxxxxx Funds, Inc., c/o Firstar Trust
   Company, Mutual Fund Services, 000 Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx, X.X.
   Box 701, Milwaukee, WI  53201-0701, or the depositor at his most recent
   address shown in the custodian's records.  The depositor agrees to advise
   the custodian promptly, in writing, of any change of address.

        5.   Designation of Beneficiary.  The depositor may designate a
   beneficiary or beneficiaries to receive benefits from the custodial
   account in the event of the depositor's death.  In the event the depositor
   has not designated a beneficiary, or if all beneficiaries shall predecease
   the depositor, the following persons shall take in the order named:

        (a)  The spouse of the depositor;

        (b)  If the spouse shall predecease the depositor or if the depositor
   does not have a spouse, then to the personal representative of the
   depositor's estate.

        6.   Inalienability of Benefits.  The benefits provided under this
   custodial account shall not be subject to alienation, assignment,
   garnishment, attachment, execution or levy of any kind and any attempt to
   cause such benefits to be so subjected shall not be recognized except to
   the extent as may be required by law.

        7.   Rollover Contributions and Transfers.  Subject to the
   restrictions in Article I, the custodian shall have the right to receive
   rollover contributions and to receive direct transfers from other
   custodians or trustees.  All contributions must be made in cash or check.

        8.   Conflict in Provisions.  To the extent that any provisions of
   this Article VIII shall conflict with the provisions of Articles V, VI
   and/or VIII, the provisions of this Article IX shall govern.

        9.   Applicable State Law.  This custodial account shall be
   construed, administered and enforced according to the laws of the State of
   Wisconsin.

   


                            THE XXXXXXXX FUNDS, INC.

                 SIMPLE INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

             The participant whose name appears above is establishing a
   savings incentive match plan for employees of small employers individual
   retirement account (SIMPLE IRA) under sections 408(a) and 408(p) to
   provide for his or her retirement and for the support of his or her
   beneficiaries after death.

             The custodian named above has given the participant the
   disclosure statement required under Regulations section 1.408-6.

             The participant and the custodian make the following agreement:

                                   ARTICLE I. 

             The custodian will accept cash contributions made on behalf of
   the participant by the participant's employer under the terms of a SIMPLE
   plan described in section 408(p).  In addition, the custodian will accept
   transfers or rollovers from other SIMPLE IRAs of the participant.  No
   other contributions will be accepted by the custodian.

                                  ARTICLE II. 

             The participant's interest in the balance in the custodial
   account is nonforfeitable.

                                  ARTICLE III. 

        1.   No part of the custodial funds may be invested in life insurance
   contracts, nor may the assets of the custodial account be commingled with
   other property except in a common trust fund or common investment fund
   (within the meaning of section 408(a)(5)).

        2.   No part of the custodial funds may be invested in collectibles
   (within the meaning of section 408(m)) except as otherwise permitted by
   section 408(m)(3), which provides an exception for certain gold, silver,
   and platinum coins, coins issued under the laws of any state, and certain
   bullion.

                                  ARTICLE IV. 

        1.   Notwithstanding any provision of this agreement to the contrary,
   the distribution of the participant's interest in the custodial account
   shall be made in accordance with the following requirements and shall
   otherwise comply with section 408(a)(6) and Proposed Regulations section
   1.408-8, including the incidental death benefit provisions of Proposed
   Regulations section 1.401(a)(9)-2, the provisions of which are
   incorporated by reference.

        2.   Unless otherwise elected by the time distributions are required
   to begin to the participant under paragraph 3, or to the surviving spouse
   under paragraph 4, other than in the case of a life annuity, life
   expectancies shall be recalculated annually.  Such election shall be
   irrevocable as to the participant and the surviving spouse and shall apply
   to all subsequent years.  The life expectancy of a nonspouse beneficiary
   may not be recalculated.

        3.   The participant's entire interest in the custodial account must
   be, or begin to be, distributed by the participant's requested beginning
   date (April 1 following the calendar year end in which the participant
   reaches age 70-1/2).  By that date, the participant may elect, in a manner
   acceptable to the custodian, to have the balance in the custodial account
   distributed in:

                (a)    A single sum payment.

                (b)    An annuity contract that provides equal or
   substantially equal monthly, quarterly, or annual payments over the life
   of the participant.

                (c)    An annuity contract that provides equal or
   substantially equal monthly, quarterly, or annual payments over the joint
   and last survivor lives of the participant and his or her designated
   beneficiary.

                (d)    Equal or substantially equal annual payments over a
   specified period that may not be longer than the participant's life
   expectancy.

                (e)    Equal or substantially equal annual payments over a
   specified period that may not be longer than the joint life and last
   survivor expectancy of the participant and his or her designated
   beneficiary.

        4.   If the participant dies before his or her entire interest is
   distributed to him or her, the entire remaining interest will be
   distributed as follows:

                (a)    If the participant dies on or after distribution of
   his or her interest has begun, distribution must continue to be made in
   accordance with paragraph 3.

                (b)    If the participant dies before distribution of his or
   her interest has begun, the entire remaining interest will, at the
   election of the participant or, if the participant has not so elected, at
   the election of the beneficiary or beneficiaries, either

                  (i)  Be distributed by the December 31 of the year
                       containing the fifth anniversary of the participant's
                       death, or

                  (ii) Be distributed in equal or substantially equal
                       payments over the life or life expectancy of the
                       designated beneficiary or beneficiaries starting by
                       December 31 of the year following the year of the
                       participant's death.  If, however, the beneficiary is
                       the participant's surviving spouse, then this
                       distribution is not required to begin before December
                       31 of the year in which the participant would have
                       reached age 70-1/2.

                (c)    Except where distribution in the form of an annuity
   meeting the requirements of section 408(b0(3) and its related regulations
   has irrevocably commenced, distributions are treated as having begun on
   the participant's required beginning date, even though payments may
   actually have been made before that date.

                (d)    If the participant dies before his or her entire
   interest has been distributed and if the beneficiary is other than the
   surviving spouse, no additional cash contributions or rollover
   contributions may be accepted in the account.

        5.   In the case of a distribution over life expectancy in equal or
   substantially equal annual payments, to determine the minimum annual
   payment for each year, divide the participant's entire interest in the
   custodial account as of the close of business on December 31 of the
   preceding year by the life expectancy of the participant (or the joint
   life and last survivor expectancy of the participant and the participant's
   designated beneficiary, or the life expectancy of the designated
   beneficiary, whichever applies).  In the case of distributions under
   paragraph 3, determine the initial life expectancy (or joint life and last
   survivor expectancy) using the attained ages of the participant and
   designated beneficiary as of their birthdays in the year the participant
   reaches age 70-1/2.  In the case of a distribution in accordance with
   paragraph 4(b)(ii), determine life expectancy using the attained age of
   the designated beneficiary as of the beneficiary's birthday in the year
   distributions are required to commence.

        6.   The owner of two or more individual retirement accounts may use
   the "alternative method" described in Notice 88-38, 1988-1 C.B. 524, to
   satisfy the minimum distribution requirements described above.  This
   method permits an individual to satisfy these requirements by taking from
   one individual retirement account the amount required to satisfy the
   requirement for another.

                                   ARTICLE V. 

        1.   The participant agrees to provide the custodian with information
   necessary for the custodian to prepare any report required under sections
   408(i) and 408(l)(2) and Regulations sections 1.408-5 and 1.408-6.  

        2.   The custodian agrees to submit reports to the Internal Revenue
   Service and the participant as prescribed by the Internal Revenue Service.

        3.   The custodian also agrees to provide the participant's employer
   the summary description described in section 408(l)(2) unless this SIMPLE
   IRA is a transfer SIMPLE IRA.

                                  ARTICLE VI. 

             Notwithstanding any other articles which may be added or
   incorporated, the provisions of Articles I through III and this sentence
   will be controlling.  Any additional articles that are not consistent with
   sections 408(a) and 408(p) and the related regulations will be invalid.

                                  ARTICLE VII. 

             This agreement will be amended from time to time to comply with
   the provisions of the Code and related regulations.  Other amendments may
   be made with the consent of the persons whose signatures appear below.

                                 ARTICLE VIII. 

        1.   Investment of Account Assets.  (a)  All contributions to the
   custodial account shall be invested in the shares of any regulated
   investment company ("Investment Company") for which The Xxxxxxxx
   Management Co., L.P. or The Xxxxxxxx Management Co. II, L.P. serves as
   investment advisor, or any other regulated investment company designated
   by the investment advisor.  Shares of stock of an Investment Company shall
   be referred to as Investment Company Shares."

                (b)    Each contribution to the custodial account shall
   identify the Depositor's account number and be accompanied by a signed
   statement directing the investment of that contribution.  The Custodian
   may return to the Depositor, without liability for interest thereon, any
   contribution which is not accompanied by adequate account identification
   or an appropriate signed statement directing investment of that contribution.

                (c)    Contributions shall be invested in whole and
   fractional Investment Company Shares at the price and in the manner such
   shares are offered to the public.  All distributions received on
   Investment Company Shares held in the custodial account shall be
   reinvested in like shares.  If any distribution of Investment Company
   Shares may be received in additional like shares or in cash or other
   property, the Custodian shall elect to receive such distribution in
   additional like Investment Company Shares.

                (d)    All Investment Company Shares acquired by the
   Custodian shall be registered in the name of the Custodian or its nominee. 
   The Depositor shall be the beneficial owner of all Investment Company
   Shares held in the custodial account and the Custodian shall not vote any
   such shares, except upon written direction of the Depositor.  The
   Custodian agrees to forward to the Depositor each prospectus, report,
   notice, proxy and related proxy soliciting materials applicable to
   Investment Company Shares held in the custodial account received by the
   Custodian.

                (e)    The Depositor may, at any time, by written notice to
   the Custodian, redeem any number of shares held in the custodial account
   and reinvest the proceeds in the shares of any other Investment Company. 
   Such redemptions and reinvestments shall be done at the price and in the
   manner such shares are then being redeemed or offered by the respective
   Investment Companies.

        2.   Amendment and Termination.  (a)  The Custodian may amend the
   Custodial Account (including retroactive amendments) by delivering to the
   Depositor written notice of such amendment setting forth the substance and
   effective date of the amendment.  The Depositor shall be deemed to have
   consented to any such amendment not objected to in writing by the
   Depositor within thirty (30) days of receipt of the notice, provided that
   no amendment shall cause or permit any part of the assets of the custodial
   account to be diverted to purposes other than for the exclusive benefit of
   the Depositor or his or her beneficiaries.  

                (b)    The Depositor may terminate the custodial account at
   any time by delivering to the Custodian a written notice of such
   termination.

                (c)    The custodial account shall automatically terminate
   upon distribution to the Depositor or his or her beneficiaries of its
   entire balance.

        3.   Taxes and Custodial Fees.  Any income taxes or other taxes
   levied or assessed upon or in respect of the assets or income of the
   custodial account and any transfer taxes incurred shall be paid from the
   custodial account.  All administrative expenses incurred by the Custodian
   in the performance of its duties, including fees for legal services
   rendered to the Custodian, and the Custodian's compensation shall be paid
   from the custodial account, unless otherwise paid by the Depositor or his
   or her beneficiaries.

             The Custodian's fees are set forth in a schedule provided to the
   Depositor.  Extraordinary charges resulting from unusual administrative
   responsibilities not contemplated by the schedule will be subject to such
   additional charges as will reasonably compensate the Custodian.  Fees for
   refund of excess contributions, transferring to a successor trustee or
   custodian, or redemption/reinvestment of Investment Company Shares will be
   deducted from the refund or redemption proceeds and the remaining balance
   will be remitted to the Depositor, or reinvested or transferred in
   accordance with the Depositor's instructions.

        4.   Reports and Notices.  (a)  The Custodian shall keep adequate
   records of transactions it is required to perform hereunder.  After the
   close of each calendar year, the Custodian shall provide to the Depositor
   or his or her legal representative a written report or reports reflecting
   the transactions effected by it during such year and the assets and
   liabilities of the Custodial Account at the close of the year.

                (b)    All communications or notices shall be deemed to be
   given upon receipt by the Custodian at The Xxxxxxxx Funds, Inc., c/o
   Firstar Trust Company, Mutual Fund Services, 000 Xxxx Xxxxxxxx Xxxxxx, 0xx
   Xxxxx, X.X. Box 701, Milwaukee, WI  53201-0701, or the Depositor at his
   most recent address shown in the Custodian's records.  The Depositor
   agrees to advise the Custodian promptly, in writing, of any change of
   address.

        5.   Designation of Beneficiary.  The Depositor may designate a
   beneficiary or beneficiaries to receive benefits from the custodial
   account in the event of the Depositor's death.  In the event the Depositor
   has not designated a beneficiary, or if all beneficiaries shall predecease
   the Depositor, the following persons shall take in the order named:

                (a)    The spouse of the Depositor;

                (b)    If the spouse shall predecease the Depositor or if the
   Depositor does not have a spouse, then to the personal representative of
   the Depositor's estate.

        6.   Multiple  Individual Retirement Accounts.  In the event the
   Depositor maintains more than one individual retirement account (as
   defined in Section 408(a)) and elects to satisfy his or her minimum
   distribution requirements described in Article IV above by making a
   distribution for another individual retirement account in accordance with
   Paragraph 6 thereof, the Depositor shall be deemed to have elected to
   calculate the amount of his or her minimum distribution under this
   custodial account in the same manner as under the individual retirement
   account from which the distribution is made.

        7.   Inalienability of Benefits.  The benefits provided under this
   custodial account shall not be subject to alienation, assignment,
   garnishment, attachment, execution or levy of any kind and any attempt to
   cause such benefits to be so subjected shall not be recognized except to
   the extent as may be required by law.

        8.   Rollover Contributions and Transfers.  The Custodian shall have
   the right to receive rollover contributions and to receive direct
   transfers from other custodians or trustees.  All contributions must be
   made in cash or check.

        9.   Conflict in Provisions.  To the extent that any provisions of
   this Article VIII shall conflict with the provisions of Articles IV, V
   and/or VII, the provisions of this Article VIII shall govern.

        10.  Applicable State Law.  This custodial account shall be
   construed, administered and enforced according to the laws of the State of
   Wisconsin.

   

                      THE XXXXXXXX FUNDS, INC. SIMPLE PLAN

   Article I   Employee Requirements (Complete appropriate box(es) and
   blanks-see instructions)

   1    General Eligibility Requirements.  The Employer agrees to permit
   salary reduction contributions to be made in each calendar year to the
   SIMPLE IRA established by each employee who meets the following
   requirements (select either 1a or 1b):

   a    [_]  Full Eligibility.  All employees are eligible.
   b    [_]  Limited Eligibility.  Eligibility is limited to employees who
             are described in both (i) and (ii) below:

             (i)       Current compensation.  Employees who are reasonably
   expected to receive at least $_____________ in compensation (not to exceed
   $5,000) for the calendar year.
             (ii)      Prior compensation.  Employees who have received at
   least $___________ in compensation (not to exceed $5,000) during any
   _______ calendar year(s) (insert 0, 1, or 2) preceding the calendar year.

   2    Excludable Employees (OPTIONAL)
        [_]  The Employer elects to exclude employees covered under a
   collective bargaining agreement for which retirement benefits were the
   subject of good faith bargaining.

   Article II-Salary Reduction Agreements (Complete the box and blank, if
   appropriate-see instructions.)

   1    Salary Reduction Election.  An eligible employee may make a salary
   reduction election to have his or her compensation for each pay period
   reduced by a percentage.  The total amount of the reduction in the
   employee's compensation cannot exceed $6,000* for any calendar year.

   ----------------
   * This amount will be adjusted to reflect any annual cost-of-living
   increases announced by the IRS.


   2    Timing of Salary Reduction Elections

   a    For a calendar year, an eligible employee may make or modify a salary
   reduction election during the 60-day period immediately preceding January
   1 of that year.  However, of for the year in which the employee becomes
   eligible to make salary reduction contributions, the period during which
   the employee may make or modify the election is a 60-day period that
   includes either the date the employee becomes eligible or the day before.

   b    In addition to the election in 2a, eligible employees may make salary
   reduction elections or modify prior elections _______________ (If the
   Employer chooses this option, insert a period or periods (e.g. semi-
   annually, quarterly, monthly, or daily) that will apply uniformly to all
   eligible employees.)

   c    No salary reduction election may apply to compensation that an
   employee received, or had a right to immediately receive, before execution
   of the salary reduction election.

   d    An employee may terminate a salary reduction election at any time
   during the calendar year.  [_]  If this box is checked, an employee who
   terminates a salary reduction election not in accordance with 2b may not
   resume salary reduction contributions during the calendar year.

   Article III-Contributions (Complete the blank, if appropriate-see
   instructions.)

   1    Salary Reduction Contributions.  The amount by which an employee
   agrees to reduce his or her compensation will be contributed by the
   Employer to the employee's SIMPLE IRA.

   2    Other Contributions

        a    Matching Contributions 

        (i)  For each calendar year, the Employer will contribute a matching
   contribution to each eligible employee's SIMPLE IRA equal to the
   employee's salary education contributions up to a limit of 3% of the
   employee's compensation for the calendar year.

        (ii) The Employer may reduce the 3% limit for the calendar year in
   (i) only if:

             (1)  The limit is not reduced below 1%; (2) The limit is not
   reduced for more than 2 calendar years during the 5-year period ending
   with the calendar year the reduction is effective; and (3) Each employee
   is notified of the reduced limit within a reasonable period of time before
   the employees' 60-day election period for the calendar year (described in
   Article II, item 2a).

        b    Nonelective Contributions

        (i)  For any calendar year, instead of making matching contributions
   the Employer may make nonelective contributions equal to 2% of
   compensation for the calendar year to the SIMPLE IRA of each eligible
   employee who has at least $______________ (not more than $5,000) in
   compensation for the calendar year.  No more than $160,000* in
   compensation can be taken into account in determining the nonelective
   contribution for each eligible employee.

   ----------------
   * This amount will be adjusted to reflect any annual cost-of-living
   increases announced by the IRS.

        (ii) For any calendar year, the Employer may make 2% nonelective
   contributions instead of matching contributions only if:

        (1)  Each eligible employee is notified that a 2% nonelective
   contribution will be made instead of a matching contribution; and

        (2)  This notification is provided within a reasonable period of time
   before the employees' 60-day election period for the calendar year
   (described in Article II, item 2a).

        Time and Manner of Contributions

        a    The Employer will make the salary reduction contributions
   (described in 1 above) for each eligible employee to the SIMPLE IRA
   established at the financial institution selected by that employee no
   later than 30 days after the end of the month in which the money is
   withheld from the employee's pay.  See instructions.

        b    The Employer will make the matching or nonelective contributions
   (described in 2a and 2b above) for each eligible employee to the SIMPLE
   IRA established at the financial institution selected by that employee no
   later than the due date for filing the Employer's tax return, including
   extensions, for the taxable year that includes the last day of the
   calendar year for which the contributions are made.

   Article IV-Other Requirements and Provisions

   1    Contributions in General.  The Employer will make no contributions to
   the SIMPLE IRAs other than salary reduction contributions (described in
   Article III, item 1) and matching or nonelective contributions (described
   in Article III, items 2a and 2b).

   2    Vesting Requirements.  All contributions made under this SIMPLE plan
   are fully vested and nonforfeitable.

   3    No Withdrawal Restrictions.  The Employer may not require the
   employee to retain any portion of the contributions in his or her SIMPLE
   IRA or otherwise impose any withdrawal restrictions.

   4    Selection of IRA Trustee.  The employer must permit each eligible
   employee to select the financial institution that will serve as the
   trustee, custodian, or issuer of the SIMPLE IRA to which the employer will
   make all contributions on behalf of that employee.

   5    Amendments To This SIMPLE Plan.  This SIMPLE plan may not be amended
   except to modify the entries inserted in the blanks or boxes provided in
   Articles I, II, III, VI, and VII.

   6    Effects of Withdrawals and Rollovers

        a    An amount withdrawn from the SIMPLE IRA is generally includible
   in gross income.  However, a SIMPLE IRA balance may be rolled over or
   transferred on a tax-free basis to another IRA designed solely to hold
   funds under a SIMPLE plan.  In addition, an individual may roll over or
   transfer his or her SIMPLE IRA balance to any IRA on a tax-free basis
   after a 2-year period has expired since the individual first participate
   in a SIMPLE plan.  Any rollover or transfer must comply with the
   requirements under section 408.

        b    If an individual withdraws an amount from a SIMPLE IRA during
   the 2-year period beginning when the individual first participate in a
   SIMPLE plan and the amount is subject to the additional tax on early
   distributions under section 72(t), this additional tax is increased from
   10% to 25%.

   Article V-Definitions

   1    Compensation

        a    General Definition of Compensation.  Compensation means the sum
   of wages, tips, and other compensation from the Employer subject to
   federal income tax withholding (as described in section 6051(a)(3)) and
   the employee's salary reduction contributions made under this plan, and if
   applicable, elective deferrals under a section 401(k) plan, a SARSEP, or a
   section 403(b) annuity contract and compensation deferred under a section
   45 plan required to be reported by the Employer on Form W-2 (as described
   in section 6051(a)(8)).

        b    Compensation for Self-Employed Individuals.  For self-employed
   individuals, compensation means that net earnings from self-employment
   determined under section 1402(a) prior to subtracting any contributions
   made pursuant to this plan on behalf of the individual.

   2    Employee.  Employee means a common-law employee of the Employer.  The
   term employee also includes a self-employed individual and a leased
   employee described in section 414(n) but does not include a nonresident
   alien who received no earned income from the Employer that constitutes
   income from sources within the United States.

   Eligible Employee.  An eligible employee means an employee who satisfies
   the conditions in Article I, item 1 and is not excluded under Article I,
   item 2.

   4    SIMPLE IRA.  A SIMPLE IRA is an individual retirement account
   described in section 408(a), or an individual retirement annuity described
   in section 408(b), to which the only contributions that can be made are
   contributions under  SIMPLE plan and rollovers or transfers from another
   SIMPLE IRA.

   Article VI-Procedures for Withdrawal.  (The employer will provide each
   employee with the procedures for withdrawals of contributions received by
   the financial institution selected by that employee, and that financial
   institution's name and address (by attaching that information or inserting
   it in the space below) unless:  (1) that financial institution's
   procedures are unavailable, or (2) that financial institution provides the
   procedures directly to the employee.  See Employee Notification section in
   the instructions.

   Article VII-Effective Date

   This SIMPLE plan is effective _________________________________ (See
   instructions.)

                                   *  *  *  *


   Name of Employer              By:       Signature      Date

   Address of Employer           Name and title

   Model Notification to Eligible Employees


   I.   Opportunity to Participate in the SIMPLE Plan

        You are eligible to make salary reduction contributions to the
   ___________ SIMPLE plan.  This notice and the attached summary description
   provide you with information that you should consider before you decide
   whether to start, continue, or change your salary reduction agreement.

   II.  Employer Contribution Election

        For the ______ calendar year, the employer elects to contribute to
   your SIMPLE IRA (employer must select either (1), (2) or (3)):

        (1) A matching contribution equal to your salary reduction
             contributions up to a limit of 3% of your compensation for the
             year.

        (2) A matching contribution equal to your salary reduction
             contributions up to a limit of ______% (employer must insert a
             number from 1 to 3 and is subject to certain restrictions) of
             your compensation for the year; or

        (3) A nonelective contribution equal to 2% of your compensation for
             the year (limited to $160,000*) if you are an employee who makes
             at least $__________ (employer must insert an amount that is
             $5,000 or less) in compensation for the year.

   ---------------
   * This amount will be adjusted to reflect any annual cost-of-living
   increases announced by the IRS.

   III. Administrative Procedures

        If you decide to start or change your salary reduction agreement, you
   must complete the salary reduction agreement and return it to
   ___________________________________ (employer should designate a place or
   individual) by _____________________ (employer should insert a date that
   is not less than 60 days after notice is given).

   IV.  Employee Selection of Financial Institution

        You must select the financial institution that will serve as the
   trustee, custodian, issuer or your SIMPLE IRA and notify your employer of
   your selection.

   
                        Model Salary Reduction Agreement


   I.   Salary Reduction Election

        Subject to the requirements of the SIMPLE plan of
   ___________________________ (name of employer) I authorize __________% or
   $____________ (which equals ________% of my current rate of pay) to be
   withheld from my pay for each pay period and contributed to my SIMPLE IRA
   as a salary reduction contribution.

   II.  Maximum Salary Reduction

        I understand that the total amount of my salary reduction
   contributions in any calendar year cannot exceed $6,000*.

   ------------
   * This amount will be adjusted to reflect any annual cost-of-living
   increases announced by the IRS.

   III. Date Salary Reduction Begins

        I understand that my salary reduction contributions will start as
   soon as permitted under the SIMPLE plan and as soon as administratively
   feasible or, if later, ____________.  (Fill in the date you want the
   salary reduction contributions to begin.  The date must be after you sign
   this agreement).

   IV.  Employee Selection of Financial Institution

        I select the following financial institution to serve as the trustee,
   custodian, or issuer of my SIMPLE IRA.

        ____________________________________________
        Name of financial institution

        ____________________________________________
        Address of financial institution

        ____________________________________________
        SIMPLE IRA account name and number

        I understand that I must establish a SIMPLE IRA to receive any
   contributions made on my behalf under this SIMPLE plan.  If the
   information regarding my SIMPLE IRA is incomplete when I first submit my
   salary reduction agreement, I realize that it must be completed by the
   date contributions must be made under the SIMPLE plan.  If I fail to
   update my agreement to provide this information by that date, I understand
   that my employer may select a financial institution of my SIMPLE IRA.

   V.   Duration of Election

        This salary reduction agreement replaces any earlier agreement and
   will remain in effect as long as I remain an eligible employee under the
   SIMPLE plan or until I provide my employer with a request to end my salary
   reduction contributions or provide a new salary reduction agreement as
   permitted under this SIMPLE plan.

   Signature of employee    ___________________________

   Date                     ___________________________


   

              THE XXXXXXXX FUNDS, INC. SIMPLIFIED EMPLOYEE PENSION

   Instructions

   Section references are to the Internal Revenue Code unless otherwise
   noted.

   Purpose of Form

   Form 5305-SEP (Model SEP) is used by an employer to make an agreement to
   provide benefits to all eligible employees under a SEP described in
   section 408(k).  Do not file this form with the IRS.  See Pub. 560,
   Retirement Plans for the Self-Employed, and Pub. 590, Individual
   Retirement Arrangements (IRAs).

   Instructions to the Employer

   Simplified Employee Pension.-A SEP is a written arrangement (a plan) that
   provides you  with a simplified way to make contributions toward your
   employees' retirement income.  Under a SEP, you can contribute to an
   employee's individual retirement account or annuity (IRA).  You make
   contributions directly to an IRA set up by or for each employee with a
   bank, insurance company, or other qualified financial institution.  When
   using Form 5305-SEP to establish a SEP, the IRA must be a Model IRA
   established on an IRS form or a master or prototype IRA for which the IRS
   has issued a favorable opinion letter.  Making the agreement on Form 5305-
   SEP does not establish an employer IRA described in section 408(c).

   When Not To Use Form 5305-SEP.-Do not use this form if you:

        1.   Currently maintain any other qualified retirement plan.  This
   does not prevent you from maintaining another SEP.
        2.   Previously maintained a defined benefit plan that is now
   terminated.
        3.   Have any eligible employees for whom IRAs have not been
   established.
        4.   Use the services of leased employees (described in section
   414(n)).
        5.   Are a member of an affiliated service group (described in
   section 414(m)), a controlled group of corporations (described in section
   414(b)), or trades or businesses under common control (described in
   sections 414(c) and 414(o)), unless all eligible employees of all the
   members of such groups,trades, or businesses, participate in the SEP.
        6.   Will not pay the cost of the SEP contributions.  Do not use Form
   5305-SEP for a SEP that provides for elective employee contributions even
   if the contributions are made under a salary reduction agreement.

        Use Form 5305A-SEP, or a nonmodel SEP if you permit elective
   deferrals to a SEP.

   Note:  SEPs permitting elective deferrals cannot be established after
   1996.

   Eligible Employees.-All eligible employees must be allowed to participate
   in the SEP.  An eligible employee is any employee who:  (1) is at least 21
   years old, and (2) has performed "service" for you in at least 3 of the
   immediately preceding 5 years.

   Note:  You can establish less restrictive eligibility requirements, but
   not more restrictive ones.

        Service is any work performed for you for any period of time, however
   short.  If you are a member of an affiliated service group, a controlled
   group of corporations,or trades or businesses under common control,
   service includes any work performed for any period of time for any other
   member of such group,trades, or businesses.

   Excludable Employees.-The following employees do not have to be covered by
   the SEP:  (1) employees covered by a collective bargaining agreement whose
   retirement benefits were bargained for in good faith by you and their
   union, (2) nonresident alien employees who did not earn U.S.source income
   from you, and (3) employees who received less than $400* in compensation
   during the year.

   Contribution Limits.-The SEP rules permit you to make an annual
   contribution of up to 15% of the employee's compensation or $300,000*,
   whichever is less.  Compensation, for this purpose, does not include
   employer contributions to the SEP or the employee's compensation in excess
   of $160,000*.  If you also maintain a Model Elective SEP or any other SEP
   that permits employees to make elective deferrals, contributions to the
   two SEPs together may not exceed the smaller of $300,000* or 15% of
   compensation for any employee.

   ---------------
   * This amount reflects the cost-of-living increase effective January 1,
   1997.  The amount is adjusted annually.  The IRS announces the increase,
   if any, in a news release and in the Internal Revenue Bulletin.

        Contributions cannot discriminate in favor of highly compensated
   employees.  You are not required to make contributions every year.  But
   you must contribute to the SEP-IRAs of all of the eligible employees who
   actually performed services during the year of the contribution.  This
   includes eligible employees who die or quit working before the
   contribution is made.

        You may also not integrate your SEP contributions with, or offset
   them by, contributions made under the Federal Insurance Contributions Act
   (FICA).

        If this SEP is intended to meet the top-heavy minimum contribution
   rules of section 416, but it does not cover all your employees who
   participate in your elective SEP, then you must make minimum contributions
   to IRAs established on behalf of those employees.

   Deducting Contributions.--You may deduct contributions to a SEP subject to
   the limits of section 404(h).  This SEP is maintained on a calendar year
   basis and contributions to the SEP are deductible for your tax year with
   or within which the calendar year ends.  Contributions made for a
   particular tax year must be made by the due date of your income tax return
   (including extensions) for that tax year.

   Completing the Agreement.--This agreement is considered adopted when:
   - IRAs have been established for all your eligible employees;
   - You have completed all blanks on the agreement form without
   modification; and
   - You have given all your eligible employees the following information:
        1.   A copy of Form 5305-SEP.
        2.   A statement that IRAs other than the IRAs into which employer
   SEP contributions will be made may provide different rates of return and
   different terms concerning, among other things, transfers and withdrawals
   of funds from the IRAs.
        3.   A statement that, in addition to the information provided to an
   employee at the time the employee becomes eligible to participate, the
   administrator of the SEP must furnish each participant within 30 days of
   the effective date of any amendment to the SEP, a copy of the amendment
   and a written explanation of its effects.
        4.   A statement that the administrator will give written
   notification to each participant of any employer contributions made under
   the SEP to that participant's IRA by the later of January 31 of the year
   following the year for which a contribution is made or 30 days after the
   contribution is made.
        Employers who have established a SEP using Form 5305-SEP and have
   furnished each eligible employee with a copy of the completed Form 5305-
   SEP and provided the other documents and disclosures described in
   Instructions to the Employer and Information for the Employee, are not
   required to file the annual information returns, Forms 5500, 5500-C/R, or
   5500-EZ for the SEP.  However, under Title I of ERISA, this relief from
   the annual reporting requirements may not be available to an employer who
   selects, recommends, or influences its employees to choose IRAs into which
   contributions will be made under the SEP, if those IRAs are subject to
   provisions that impose any limits on a participant's ability to withdraw
   funds (other than restrictions imposed by the Code that apply to all
   IRAs).  For additional information on Title I requirements, see the
   Department of Labor regulation at 29 CFR 2520.104-48.

   Information for the Employee
   The information below explains what a SEP is, how contributions are made,
   and how to treat your employer's contributions for tax purposes.  For more
   information, see Pub. 590.

   Simplified Employee Pension.--A SEP is a written arrangement (a plan) that
   allows an employer to make contributions toward your retirement. 
   Contributions are made to an individual retirement account/annuity (IRA). 
   Contributions must be made to either a Model IRA executed on an IRS form
   or a master or prototype IRA for which the IRS has issued a favorable
   opinion letter.

        An employer is not required to make SEP contributions.  If a
   contribution is made, it must be allocated to all the eligible employees
   according to the SEP agreement.  The Model SEP (Form 5305-SEP) specifies
   that the contribution for each eligible employee will be the same
   percentage of compensation (excluding compensation higher than $160,000*)
   for all employees.

        Your employer will provide you with a copy of the agreement
   containing participation rules and a description of how employer
   contributions may be made to your IRA.  Your employer must also provide
   you with a copy of the completed Form 5305-SEP and a yearly statement
   showing any contributions to your IRA.

        All amounts contributed to your IRA by your employer belong to you
   even after you stop working for that employer.

   Contribution Limits.--Your employer will determine the amount to be
   contributed to your IRA each year.  However, the amount for any year is
   limited to the smaller of $30,000* or 15% of your compensation (currently
   limited to $160,000) for that year.  Compensation does not include any
   amount that is contributed by your employer to your IRA under the SEP. 
   Your employer is not required to make contributions every year or to
   maintain a particular level of contributions.

   Tax Treatment of Contributions.--Employer contributions to your SEP-IRA
   are excluded from your income unless there are contributions in excess of
   the applicable limit.  Employer contributions within these limits will not
   be included on your Form W-2.

   Employee Contributions.--You may contribute the smaller of $2,000 or 100%
   of your compensation to an IRA.  However, the amount you can deduct may be
   reduced or eliminated because, as a participant in a SEP, you are covered
   by an employer retirement plan.

   SEP Participation.--If your employer does not require you to participate
   in a SEP as a condition of employment, and you elect not to participate,
   all other employees of your employer may be prohibited from participating. 
   If one or more eligible employees do not participate and the employer
   tries to establish a SEP for the remaining employees, it could cause
   adverse tax consequences for the participating employees.

        An employer may not adopt this IRS Model SEP if the employer
   maintains another qualified retirement plan or has ever maintained a
   qualified defined benefit plan.  This does not prevent your employer from
   adopting this IRS Model SEP and also maintaining an IRS Model Elective SEP
   or other SEP.  However, if you work for several employers, you may be
   covered by a SEP of one employer and a different SEP or pension or profit-
   sharing plan of another employer.

   SEP-IRA Amounts--Rollover or Transfer to Another IRA.--You can withdraw or
   receive funds from your SEP-IRA if within 60 days of receipt, you place
   those funds in another IRA or SEP-IRA.  This is called a "rollover" and
   can be done without penalty only once in any 1-year period.  However,
   there are no restrictions on the number of times you may make "transfers"
   if you arrange to have these funds transferred between the trustees or the
   custodians so that you never have possession of the funds.

   Withdrawals.--You may withdraw your employer's contribution at any time,
   but any amount withdrawn is includible in your income unless rolled over. 
   Also, if withdrawals occur before you reach age 59-1/2, you may be subject
   to a tax on early withdrawal.

   Excess SEP Contributions.--Contributions exceeding the yearly limitations
   may be withdrawn without penalty by the due date (plus extensions) for
   filing your tax return (normally April 15), but is includible in your
   gross income.  Excess contributions left in your SEP-IRA account after
   that time may have adverse tax consequences.  Withdrawals of those
   contributions may be taxed as premature withdrawals.

   Financial Institution Requirements.--The financial institution where your
   IRA is maintained must provide you with a disclosure statement that
   contains the following information in plain, nontechnical language:

        1.   The law that relates to your IRA.

        2.   The tax consequences of various options concerning your IRA.

        3.   Participation eligibility rules, and rules on the deductibility
   of retirement savings.

        4.   Situations and procedures for revoking your IRA, including the
   name, address, and telephone number of the person designated to receive
   notice of revocation.  (This information must be clearly displayed at the
   beginning of the disclosure statement.)

        5.   A discussion of the penalties that may be assessed because of
   prohibited activities concerning your IRA.

        6.   Financial disclosure that provides the following information:

        a.   Projects value growth rates of your IRA under various
   contribution and retirement schedules, or describes the method of
   determining annual earnings and charges that may be assessed.

        b.   Describes whether, and for when, the growth projections are
   guaranteed, or a statement of the earnings rate and the terms on which the
   projections are based.

        c.   States the sales commission for each year expressed as a
   percentage of $1,000.

        In addition, the financial institution must provide you with a
   financial statement each year.  You may want to keep these statements to
   evaluate your IRA's investment performance.

   

                            THE XXXXXXXX FUNDS, INC.

                     SIMPLIFIED EMPLOYEE PENSION-INDIVIDUAL
                   RETIREMENT ACCOUNTS CONTRIBUTION AGREEMENT
               (Under Section 408(k) of the Internal Revenue Code)


                                  makes the following agreement under 
                (Name of employer)
   Section 408(k) of the Internal Revenue Code and the instructions to this
   form.

   Article I--Eligibility Requirements (Check appropriate boxes--see
   Instructions.)

   The employer agrees to provide for discretionary contributions in each
   calendar year to the individual retirement account or individual
   retirement annuity (IRA) of all employees who are at least ______ years
   old (not to exceed 21 years old) and have performed services for the
   employer in at least ______ years (not to exceed 3 years) of the
   immediately preceding 5 years.  This simplified employee pension (SEP) [_]
   includes [_] does not include employees covered under a collective
   bargaining agreement, [_] includes [_] does not include certain
   nonresident aliens, and [_] includes [_] does not include employees whose
   total compensation during the year is less than $400*.

   Article II--SEP Requirements (See Instructions.)

   The employer agrees that contributions made on behalf of each eligible
   employee will be:

   A.   Based only on the first $160,000* of compensation.

   B.   Made in an amount that is the same percentage of compensation for
        every employee.

   C.   Limited annually to the smaller of $30,000* or 15% of
        compensation.

   X.   Xxxx to the employee's IRA trustee, custodian, or insurance company
        (for an annuity contract).


                                                                    
        Employer's Signature and date                Name and title


   ---------------
   *  This amount reflects the cost-of-living increase effective January 1,
   1998.  The amount is adjusted annually.  The IRS announces the increase,
   if any, in a news release and in the Internal Revenue Bulletin.